Anheuser-Busch InBev SA/NV [BUD] Filings

20-F 1 d801635d20f.htm 20-F 20-F

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

20-F

(Mark One)

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended 31

December 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report _________

Commission File No.:

001-37911

Anheuser-Busch InBev SA/NV

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Belgium

(Jurisdiction of incorporation or organization)

Brouwerijplein 1,

3000 Leuven, Belgium

(Address of principal executive offices)

John Blood

Chief Legal and Corporate Affairs Officer and Company Secretary

Brouwerijplein 1,

3000 Leuven, Belgium

Telephone No.: + 32 16 27 61 11

Email:

Corporategovernance@ab-inbev.com

(Name, Telephone,

E-mail

and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.


Title of each class	Trading symbol	Name of each exchange on which registered
Ordinary shares without nominal value		New York Stock Exchange*
American Depositary Shares, each representing one ordinary share without nominal value	BUD	New York Stock Exchange
3.750% Notes due 2042 (issued July 2012)	BUD42A	New York Stock Exchange
4.000% Notes due 2043 (issued January 2013)	BUD/43	New York Stock Exchange
4.625% Notes due 2044 (issued January 2014)	BUD/44	New York Stock Exchange
4.700% Notes due 2036 (issued January 2016)	BUD/36	New York Stock Exchange
4.900% Notes due 2046 (issued January 2016)	BUD/46	New York Stock Exchang e
4.950% Notes due 2042 (issued December 2016)	BUD/42	New York Stock Exchange
6.625% Notes due 2033 (issued December 2016)	BUD/33	New York Stock Exchange
5.875% Notes due 2035 (issued December 2016)	BUD/35	New York Stock Exchange
4.000% Notes due 2028 (issued April 2018)	BUD/28	New York Stock Exchange
4.375% Notes due 2038 (issued April 2018)	BUD/38	New York Stock Exchange
4.600% Notes due 2048 (issued April 2018)	BUD/48A	New York Stock Exchange
4.750% Notes due 2058 (issued April 2018)	BUD/58	New York Stock Exchange
4.750% Notes due 2029 (issued January 2019)	BUD/29	New York Stock Exchange
4.900% Notes due 2031 (issued January 2019)	BUD/31	New York Stock Exchange
5.450% Notes due 2039 (issued January 2019)	BUD/39A	New York Stock Exchange
5.550% Notes due 2049 (issued January 2019)	BUD/49	New York Stock Exchange
5.800% Notes due 2059 (issued January 2019)	BUD/59	New York Stock Exchange
3.500% Notes due 2030 (issued April 2020)	BUD/30	New York Stock Exchange
4.350% Notes due 2040 (issued April 2020)	BUD/40	New York Stock Exchange
4.500% Notes due 2050 (issued April 2020)	BUD/50	New York Stock Exchange
4.600% Notes due 2060 (issued April 2020)	BUD/60	New York Stock Exchange

*	Not for trading, but in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

1,737,197,263 ordinary shares without nominal value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☒

Yes

☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

☐

Yes

☒

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒

Yes

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒

Yes

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule

12b-2

of the Exchange Act. (Check one):


Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐

				Emerging growth company	☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 762(b)) by the registered public accounting firm that prepared or issued its audit report.

☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to

§240.10D-1(b).

☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


U.S. GAAP ☐		International Financial Reporting Standards as issued by the International Accounting Standards Board		☒				Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. N/A

☐

Item 17

☐

Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act).

☐

Yes

☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. N/A

☐

Yes

☐

TABLE OF CONTENTS


		Page
GENERAL INFORMATION			iv

PRESENTATION OF FINANCIAL AND OTHER DATA			iv

PRESENTATION OF MARKET INFORMATION			v

FORWARD-LOOKING STATEMENTS			vi

ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		8

A.	DIRECTORS AND SENIOR MANAGEMENT		8

B.	ADVISERS		8

C.	AUDITORS		8

ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE		8

A.	OFFER STATISTICS		8

B.	METHOD AND EXPECTED TIMETABLE		8

ITEM 3.	KEY INFORMATION		8

A.	[RESERVED]		8

B.	CAPITALIZATION AND INDEBTEDNESS		8

C.	REASONS FOR THE OFFER AND USE OF PROCEEDS		8

D.	RISK FACTORS		8

ITEM 4.	INFORMATION ON THE COMPANY		38

A.	HISTORY AND DEVELOPMENT OF THE COMPANY		38

B.	BUSINESS OVERVIEW		40

C.	ORGANIZATIONAL STRUCTURE		75

D.	PROPERTY, PLANTS AND EQUIPMENT		75

ITEM 4A.	UNRESOLVED STAFF COMMENTS		75

ITEM 5.	OPERATING AND FINANCIAL REVIEW		75

A.	KEY FACTORS AFFECTING RESULTS OF OPERATIONS		76

B.	SIGNIFICANT ACCOUNTING POLICIES		82

C.	BUSINESS SEGMENTS		88

D.	EQUITY INVESTMENTS		88

E.	RESULTS OF OPERATIONS		88

F.	IMPACT OF CHANGES IN FOREIGN EXCHANGE RATES		105

G.	CONTRACTUAL OBLIGATIONS AND CONTINGENCIES		106

H.	LIQUIDITY AND CAPITAL RESOURCES		107

ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		119

A.	DIRECTORS AND SENIOR MANAGEMENT		119

B.	COMPENSATION		132

C.	BOARD PRACTICES		152

-i-


D.	EMPLOYEES	155

E.	SHARE OWNERSHIP	156

F.	DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION	156

ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	156

A.	MAJOR SHAREHOLDERS	156

B.	RELATED PARTY TRANSACTIONS	160

C.	INTERESTS OF EXPERTS AND COUNSEL	163

ITEM 8.	FINANCIAL INFORMATION	163

A.	CONSOLIDATED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION	163

B.	SIGNIFICANT CHANGES	175

ITEM 9.	THE OFFER AND LISTING	176

A.	OFFER AND LISTING DETAILS	176

B.	PLAN OF DISTRIBUTION	176

C.	MARKETS	176

D.	SELLING SHAREHOLDERS	177

E.	DILUTION	177

F.	EXPENSES OF THE ISSUE	177

ITEM 10.	ADDITIONAL INFORMATION	177

A.	SHARE CAPITAL	177

B.	MEMORANDUM AND ARTICLES OF ASSOCIATION AND OTHER SHARE INFORMATION	177

C.	MATERIAL CONTRACTS	187

D.	EXCHANGE CONTROLS	189

E.	TAXATION	189

F.	DIVIDENDS AND PAYING AGENTS	197

G.	STATEMENT BY EXPERTS	197

H.	DOCUMENTS ON DISPLAY	197

I.	SUBSIDIARY INFORMATION	198

J.	ANNUAL REPORT TO SECURITY HOLDERS	198

ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	198

ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	200

A.	DEBT SECURITIES	200

B.	WARRANTS AND RIGHTS	200

C.	OTHER SECURITIES	200

Anheuser-Busch InBev SA/NV [BUD] Filings

Anheuser-Busch InBev SA/NV [BUDFF] Filings

Table of Contents

Table of Contents

Table of Contents