AB InBev 2022: Shareholder Insights
AB InBev 2022: Shareholder Insights
Table of contents
02 Letter to our shareholders
05 2022 key figures
07 Our purpose
09 Who we are and what we brew
12 Our diversified footprint
13 2022 in review
21 Our strategy
25 Lead and grow the category
30 Digitize and monetize
our ecosystem
34 Optimize our business
37 Enable a sustainable
and inclusive future
49 Financial report
156 Corporate governance statement
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Letter to our shareholders
Creating a future with more continued to constrain our full growth potential, operating model to further embed a long-term
cheers. we are pleased that our company once again
delivered EBITDA growth at the upper end of our
growth and value creation mindset throughout
our organization.
Our business delivered another year of broad- medium-term growth ambition and outlook for
based growth resulting in record high volumes
and strong top- and bottom-line results. This was
the year. Our performance is a direct result of our Delivering consistent growth.
fundamental strengths and strategic choices, as Our momentum continued in FY22, with our
driven by the consistent execution of our strategy we continued to invest in our brands, capabilities business delivering top-line growth of 11.2%
Driven by the consistent
and strength of the beer category globally. and accelerated digital transformation, while with a volume increase of 2.3%. Revenue per hl execution of our strategy
While 2022 was not without its challenges, optimizing our business. increased by 8.6%, accelerating in the second we delivered another
including economic uncertainties, elevated We continue to invest in our people and evolve half of the year driven by revenue management
input costs and supply chain disruptions which year of strong results. Our
our culture with important enhancements to our initiatives and continued premiumization. As a
result of our record high volumes and top-line business has momentum
growth across all operating regions, our reported and we continued to build
revenue is now approximately 5.5 billion USD on our platform to deliver
ahead of FY19 pre-pandemic levels with volumes
5.8% ahead.
profitable growth. We are
EBITDA increased by 7.2%, as our top-line growth
grateful to our colleagues
was partially offset by anticipated transactional and partners around the
FX and commodity cost headwinds and higher world for their commitment
selling, general and administrative expenses
and contributions, as we
due primarily to elevated costs of distribution.
Underlying USD earnings per share increased by continued to navigate a
5.2%. challenging environment.
The Board of Directors and
Progressing our strategic the management team
priorities. remain focused on creating
We made significant progress in FY22 across
each of our three strategic pillars to deliver
superior long-term value and
consistent growth and build on our platform for a future with more cheers for
superior long-term value creation. all of our stakeholders.
Lead and grow the category
Driven by the investment in our marketing
Marty Barrington
capabilities and consistent execution of our five
proven and scalable category expansion levers,
our FY22 volumes reached a new all-time high with estimates. The strength of our core portfolio seltzer combined grew revenues by over 70%
growth across more than 60% of our markets. and the beer category across our emerging with volumes ahead of the industry.
2022 was a marquee year for our brands and and developing markets in Africa and Middle
Digitize and monetize our ecosystem
marketing teams. At the Cannes Lions International Americas delivered a particularly strong
performance, growing volumes by mid-single Our accelerated digital transformation is a key
Festival of Creativity we were awarded 50 Lions, a
We delivered all-time high record high for our company, across nine different digits in aggregate. competitive advantage of our business, improving
the way we connect with our ecosystem of two
full-year volumes with brands and were honored to be recognized as • Occasions Development: We continue to focus
billion consumers and six million customers. We
the Creative Marketer of the Year. Following this on expanding the beer category to reach more
accelerated revenue per hl, recognition of our creative marketing capabilities consumers on more occasions. Our no-alcohol
are driving incremental growth through our digital
products and expanding the beer category into
resulting in 11.2% revenue we were also named the World’s Most Effective beer portfolio delivered another year of double-
more occasions. While we are energized by our
Marketer in the Global Effie Effectiveness Index. digit revenue growth with our performance
growth and EBITDA growth at driven by Budweiser Zero, which was the #1
progress, we believe we are likely only scratching
Consistent investment in our brands and
the top-end of our outlook. disciplined innovation are key enablers of our no-alcohol beer by volume in the US in 4Q22,
the surface of what is possible.
•D
igitizing our relationships with our more
Underlying EPS increased strategy and momentum. We increased our and the expansion of Corona Cero throughout
Europe. In addition, our digital direct-to- than six million customers globally: BEES is live
by 5.2% and another year of marketing investments organically in FY22 while
consumer solutions are enabling us to develop in 20 markets with approximately 63% of our
improving effectiveness through our best-in-class
strong cash flow generation creativity, advanced digital transformation and new consumption occasions and delivered low- revenues now through B2B digital platforms.
teens revenue growth in FY22 versus last year. In FY22, BEES reached 3.1 million monthly active
resulted in deleveraging to in-house creative agency, DraftLine. Leveraging
users and captured approximately 32 billion USD
our ‘seed-launch-sustain’ approach, in FY22 • Premiumization: Our broad portfolio of above
a net debt to EBITDA ratio of innovations introduced over the last three years core beer offerings continues to lead the
in gross merchandise value (GMV), growth of
over 60% versus FY21. BEES Marketplace is now
3.51x. contributed 5 billion USD in revenue. We are segment globally and grew revenue by low-teens
live in 15 countries and captured approximately
driving strong consumer connection with our in FY22. Corona and Stella Artois led the growth
950 million USD in GMV from sales of third-party
Michel Doukeris brands which resulted in a new record high overall
portfolio Brand Power.
of our global brands with a revenue increase
products, generating incremental revenue of
of 18.6% and 11.7% respectively, outside of their
850 million USD for our business. As of 4Q22, over
• Inclusive Category: In FY22, the percentage of home markets. Budweiser grew by 2.5% outside
55% of BEES customers in these countries were
consumers purchasing our portfolio of brands of the US, despite the impact of COVID-19
also BEES Marketplace buyers.
increased across more than 70% of our focus restrictions in China, the brand’s largest market.
• L eading the way in DTC solutions: Our
markets, according to our estimates. This • Beyond Beer: In FY22, our Beyond Beer business
omnichannel direct-to-consumer (DTC)
increase in participation was led by female contributed approximately 1.6 billion USD of
ecosystem of digital and physical products
consumers, driven by the expansion of brands revenue and grew by low-single digits, as growth
generated revenue of approximately 1.5 billion
and packs in our premium and Beyond Beer globally was partially offset by a soft malt-based
USD this year, mid-teens growth versus 2021.
portfolios. seltzer industry in the US. In South Africa, Brutal
Our digital DTC products, Ze Delivery, TaDa and
• Core Superiority: Our mainstream portfolio Fruit and Flying Fish delivered 18% revenue
PerfectDraft are now available in 17 markets, and
delivered high-single digit revenue growth growth. In the US, within the spirits-based ready-
in FY22 generated over 450 million USD in revenue
in FY22 and outperformed the industry in the to-drink segment, Cutwater and NÜTRL vodka
and fulfilled 69 million orders. Our network of
majority of our key markets, according to our
physical retail products, such as Modelorama proposed a full year dividend of 0.75 EUR per 39% and GHG emissions intensity across Scopes and consumers. We are investing in our brands,
in Mexico and Pit Stop in Brazil, continued to share, a 50% increase versus 2021. 1, 2 and 3 by approximately 21%. In Sustainable facilities and digital transformation to support
deliver revenue growth across our footprint of Agriculture, 89% of our direct farmers met our our organic growth potential and optimizing our
approximately 13 000 stores. Advancing our sustainability criteria for skilled, 72% for connected and 72% for financial profile through disciplined resource
• Unlocking value from our ecosystem: In FY22, priorities. financially empowered. In Water Stewardship, 100%
of our sites located in high stress areas started
allocation and everyday efficiency.
we completed the construction of our first scale We continue to deliver on our sustainability Our performance this year would not have been
manufacturing facility for EverGrain in St. Louis to implementation of solutions with six sites already possible without the passion and deep ownership
agenda to enable our commercial vision seeing measurable impact. For Circular Packaging,
upcycle our saved barley into high value plant- and fulfill our company purpose. We remain culture of our people. Our teams worked with
based protein ingredients. 77% of our products were in packaging that relentless commitment and high engagement
committed to the principles of the United Nations was returnable or made from majority recycled
Global Compact. As part of our Smart Drinking throughout the year to deliver on our strategic
Optimize our business content. We are also progressing on our ambition
program, we believe that through the power of and financial objectives and we take this
Our objective to maximize long-term value to achieve net zero by 2040, reaching carbon opportunity to thank all our colleagues globally for
our brands and marketing we can drive positive neutrality at an additional ten facilities in FY22, now
creation is driven by our focus on three areas: their hard work and dedication.
behavior change in society and reduce harmful totaling thirteen globally.
disciplined resource allocation, robust risk
consumption of alcohol. We invested over Our continued momentum and the significant
management and an efficient capital structure.
700 million USD from 2016-2022 in social norms lease refer to our 2022 ESG report for further
P opportunities to deliver growth across our three
We continued to deliver strong free cash flow in
marketing campaigns and are on track to deliver details strategic pillars reinforce our confidence in our
FY22, generating approximately 8.5 billion USD,
our 1 billion USD goal by 2025. ability to generate superior long-term value and
and as a result we have made significant further
progress on our deleveraging journey. Gross debt In recognition of our leadership in corporate Creating a future with more deliver on our purpose to Dream Big to Create a
Future with More Cheers.
reduced by 8.9 billion USD to reach 79.9 billion USD, transparency and performance on climate cheers.
resulting in net debt of 69.7 billion USD and a net change and water security we were recognized
Looking ahead to 2023, we believe the strength
debt to EBITDA ratio of 3.51x as of 31 December by CDP with a double A score and awarded
of the beer category remains fundamentally
2022. the Gold Medal for International Corporate
attractive as it is big, profitable and growing.
Achievement in Sustainable Development by the
We maintain a strong liquidity position of While the operating environment may continue to
World Environment Center. We are also proud
approximately 20.0 billion USD, consisting of 10.1 be dynamic, we are laser-focused on executing Marty Barrington Michel Doukeris
to be included in the 2023 Bloomberg Gender-
billion USD available under our Sustainability- our strategy and our business has momentum. Chairman of the Board Chief Executive Officer
Equality Index, a reference index that tracks the
Linked Loan Revolving Credit Facility and 9.9 Our strategic choices this year across revenue
performance of public companies that have
billion USD of cash. Our bond portfolio has a very management, organizational structure and
demonstrated their commitment to gender
manageable pre-tax coupon of approximately 4% commercial investment position us well to
equality in the workplace.
with 95% of the portfolio fixed rate, a weighted continue delivering consistent profitable growth.
average maturity of greater than 15 years and no We continued to make progress towards We have an industry leading portfolio of brands
relevant medium-term refinancing needs. our ambitious 2025 Sustainability Goals. We across all price points, an advantaged geographic
contracted 97% of our global purchased footprint with leading positions in most of the
As a result of our continued momentum, strong
electricity volume from renewables with 67.6% world’s largest beer profit pools and growth
free cash flow generation and deleveraging
operational, and since 2017, we reduced our regions, and advanced digital products that are
progress, the AB InBev Board of Directors has
absolute GHG emissions across Scopes 1 and 2 by bringing us closer than ever to our customers
7.2%
OF THE YEAR
10 22 16
$3.03
underlying EPS
GOLD SILVER BRONZE
14.3%
improvement in water
700 million USD ~167,000 Women among our top five
leadership levels 28%
39.2% 35%
reduction in Scopes 1 and 2 absolute
emissions since 2017
COMMUNITY salaried women in our
97.1%
renewable electricity contracted
10+ million
cans of emergency drinking water
delivered to those in need
77%
products in packaging that was
** Average recycled content of cans portfolio is more than
50%
*** 331 million USD of the total amount has been validated
through an independent external auditor. The remaining
returnable* or made from majority investment figures are under review. Total investment
recycled content** could potentially change based on results of external
assurance process results.
Who we are
and what we brew
We dream big to create a
future with more cheers. 01 We dream big.
02 We are owners who think long-term.
Our company, with its extraordinary heritage of
more than 600 years, has countless stories of
both pride of ownership and potential. We were
built by resilient people who, even in the face of
03 We are powered by great people and build diverse teams
through inclusion and collaboration.
232
chain of the future. progress on our sustainability
By innovating through discovery, development journey.
and the scaling of technology, we can deliver fresh From our brewing process to our packaging
total beer awards won: beer to markets across the world while keeping and more, we are innovating to make an impact.
74 gold, 73 silver and 85 sustainability as a top priority. For instance, we This year, we launched the award-winning
bronze medals at major rolled out digital transformation, including global Corona 20-pocket beer crate made 91% from
international implementation of a tracking and monitoring
competitions in 2022 recycled plastic from fishing lines, ropes and nets
tool for all brewing, packaging and utilities recovered from the sea. At our Magor brewery in
operations. This tool cross-references data in South Wales, UK, we installed the world’s largest
standard operating procedure with operational wort cooler, which will chill three million pints of
performance to benchmark and distribute best beer each day while reducing energy usage at the
practices across operations with similar climates site by 6%.
and conditions. Since its implementation, we
registered a 1.6% line efficiency improvement in L earn more about how we are using green
multiple markets. technology in South Wales, UK
We are also using artificial intelligence to train We also continued to advance our ambition
our workforce and promote knowledge-sharing. to achieve net zero by 2040, achieving carbon
Through an automated workflow system, we neutrality at an additional ten breweries in 2022
are digitizing our global workforce to improve across Argentina, Brazil, China and Uruguay.
total productivity and resource optimization
throughout our company. As a result of our efforts, ead more about our 2025 Sustainability Goals
R
• Driving brand innovation: We strive to win the
hearts of consumers with the best products
We are building a more the Manufacturing Leadership Council named us and our progress
made from the finest ingredients. This year, we resilient and sustainable Manufacturer of the Year 2022.
launched unique craft products such as 059 supply chain. Our Global Innovation and Technology Center
(GITEC) team also helped bring innovations to
Coastline Craft in China, Corona Sunbrew 0.0% in This year, our teams worked through supply chain market at improved speed and scale. This year,
Canada, the world’s first non-alcoholic brew with challenges, improving packaging efficiencies by GITEC supported the launch of 300 products, with
vitamin D, and Stella Artois Unfiltered in Europe. 2.5% (Gross Line Yield) and productivity by 2.9%. an average of 3.7 months from ideation to launch,
R
ead more about our Putian Craft Brewery and We continued to use automated tools to plan which represents a 7.5% reduction compared to
059 Coastline Craft brand and manage our inventories, allowing us to have 2021. This included the launch of Corona Cero
visibility into availability, location and demand across Europe and in Brazil, and a personalized QR
• Engaging with consumers: We infuse our for our materials. Through this process, we code in Budweiser bottles to give consumers a
unique passion for beer when connecting with order items sooner, helping avoid variability and chance to win a ticket to the FIFA World CupTM.
consumers. This year, our brands Spaten and potential disruptions in the supply chain.
Löwenbräu celebrated beer and our heritage
by raising pints with millions of visitors and beer
fans during the return of the world’s largest beer
events, the Oktoberfest celebrations hosted in
Munich, Germany, and in Blumenau, Brazil.
FARMING
CONSUMPTION
DISTRIBUTION RETAIL
BREWING
APAC
North America
15%
17% of global AB InBev volume
of global AB InBev volume
12%
29% of AB InBev revenue
of AB InBev revenue
10%
29% of normalized EBITDA
of normalized EBITDA
2022
in review
Global highlights
In 2022, here’s how we continued to dream big to create a future with more cheers.
JUNE
APRIL Celebrated winning a record-breaking
50 Cannes Lions awards, including the
Launched the Budweiser Energy Collective to Creative Marketer of the Year. Nine of our
help provide renewable electricity to power bars,
JANUARY MARCH stadiums and venues around the world.
brands were honored, and we also took
home a Silver Lion for Creative Business
Unveiled a new AB InBev logo and visual Announced humanitarian relief in Transformation.
brand identity. The symbol represents Ukraine, through the AB InBev Efes joint Appointed Ricardo Tadeu as Chief Growth Officer,
the clinking of glasses at the moment of venture, providing counseling, housing integrating sales, marketing, B2B and direct-to
“cheers.” The golden hue captures our Celebrated Michelob ULTRA’s 20th
and financial support to JV colleagues consumer.
optimism, and the wordmark reinforces our anniversary. By prioritizing joy and
and their families.
forward momentum. championing a balanced lifestyle, the
brand has become the second-largest
Ranked #12 in Fast Company’s 50 Most brand by volume in the US and is now
Innovative Companies for 2022, marking available in ten markets.
the first time in our company’s history
that we appeared on that list.
Recognized by the Manufacturing
Leadership Council at the
Selected by WARC, an international Manufacturing Leadership Awards for
marketing intelligence company, as initiatives in AI and Machine Learning,
the world’s most effective advertiser Digital Network Connectivity and
of 2022, recognizing the creative Operational Excellence in our supply
effectiveness of our Marketing teams. and brewery operations; also received
the Manufacturer of the Year – Large
SEPTEMBER
Launched Budweiser’s FIFA
World CupTM campaign with
a global rallying cry, “The
World is Yours to Take.” The
campaign inspired fans to
OCTOBER
JULY pursue their dreams. Named to Fortune’s Change Celebrated the return of two of the world’s largest beer festivals with
the World list in recognition our brands Spaten and Löwenbräu: the Oktoberfest, in both Munich,
Celebrated Michel Doukeris’ first year as Germany, and Blumenau, Brazil.
of our global initiatives in
CEO of AB InBev. Named the World’s Most water stewardship.
Effective Marketer in the
Global Effie Index by Effie Recognized with the Financial Times’ Most Innovative Lawyers Award
Renewed and expanded our partnership in the Risk Management category, highlighting the work of our Digital
Worldwide, reinforcing our Established our digital
with the United Nations Institute of Ethics and Solutions teams in using data analytics to track and measure
creative team’s ingenuity direct-to-consumer
Training and Research (UNITAR) to the effectiveness of our data protection compliance program.
and effectiveness. platform TaDa Delivery
improve road safety, support female
across ten markets in Latin
entrepreneurs and promote sustainable
America .
water use. With the support of the
AB InBev Foundation, UNITAR presented a
mural to the city of New York to raise road DECEMBER
safety awareness.
Activated the
#BringHomeTheBud campaign
across multiple markets during
the FIFA World CupTM, offering
AUGUST Budweiser and Bud Zero beers to
fans of winning teams.
Announced the grand opening of Corona Island, a
first-of-its-kind eco-tourism paradise off the Caribbean
NOVEMBER
Coast of Colombia. The island has achieved Oceanic Engaged with more than 1.2 million points of consumption Fulfilled 69 million orders across
Global’s three-star plastic-free Blue Seal for sustainable and billions of consumers through our digital platforms in our digital direct-to-consumer
practices, including the elimination of single-use more than 70 countries during the FIFA World CupTM – our platforms, a 5% increase
plastic. biggest global campaign to date. compared to 2021.
Celebrated Global Smart Drinking Week, which Recognized by Forbes as one of the top female-friendly Recognized by CDP, formerly the
encourages simple shifts in social behaviors such as companies in 2022. Carbon Disclosure Project, with a
alternating a no-alcohol beer or water between rounds, double A score for transparency
eating food while drinking and pre-ordering a ride and reporting on climate change
Announced a record number of startups joining the 100+
home. and water security.
Accelerator’s fourth cohort. Forty-six sustainability-focused
startups will pilot sustainable innovation in supply chains.
Zone highlights
North America Zone Headquarters: St. Louis, Missouri, United States
HIGHLIGHTS ZONE PERFORMANCE
• Michelob ULTRA is now the second-largest beer
brand in the U.S., while Bud Light maintained its 102.7
position as the number one best-selling beer
brand. In beyond beer, Cutwater is now the
million hl
volume
leading spirits-based ready-to-drink cocktail, and
NÜTRL became the second largest vodka seltzer.
• Celebrated the 175th anniversary of Labatt
Breweries of Canada and its brewing excellence 16.6
and leadership in the Canadian beer and total
beverage space.
billion USD
revenue
•O
pened a technical excellence center on
our St. Louis campus through a 5 million USD
investment to provide our colleagues with
opportunities to develop critical skillsets. 6.1
•C
ontinued to lead our industry in making a billion USD
positive impact in U.S. communities, highlighted EBITDA
by a first-of-its-kind partnership with Mothers
Against Drunk Driving and Uber aimed to end
drinking and driving, and by teaming up with
professional sports leagues and teams to launch
the National Recycling League in stadiums and
arenas across the country. OUR KEY BRANDS
• P roduced and donated more than three million
cans of clean drinking water to communities in
the US and Canada impacted by natural disasters.
• L aunched BEES in Quebec, expanding the
platform’s presence in Canada.
• In Canada, Budweiser teamed up with the
Hockey Diversity Alliance (HDA) and created
the #TapeOutHate campaign, aiming to help
eradicate racism both on and off the ice.
6.6
Cusqueña, driving frequency and penetration
and developing new occasions.
• Recovered 29.1 kilometers of Peru’s amunas, an
ancestral catchment system that channels a billion USD
supply of rainwater in the upper basin of Lima, EBITDA
benefitting more than 1,000 residents in the
surrounding communities.
• L aunched the world’s lightest can in Mexico,
marking the latest Grupo Modelo sustainable
innovation. Brands such as Corona and Pacífico
are using the 410-milimiter sleek can, which uses
OUR KEY BRANDS
less aluminum than a regular can.
•H
osted the first International Corporate
Volunteering Forum, in Mexico, gathering leaders
in the public and private sectors, academia and
other partner groups to discuss and share best
practices.
3.5
• F ulfilled 62.4 million total orders through
Zé Delivery in Brazil.
• E xpanded our BEES customer base, including
through our partnership with Grupo Pão de billion USD
Açúcar, one of Brazil’s largest supermarket chains. EBITDA
We increased the assortment of items available
in BEES to more than one million points of sale.
•G
uaraná Antarctica is now packaged in bottles
made 100% from recycled PET as part of our effort
to eliminate plastic pollution. OUR KEY BRANDS
6.5
market for the Budweiser brand.
• Continued to advance our no- and low-alcohol
brand positioning in South Korea with Cass 0.0,
Budweiser Zero, Hoegaarden 0.0 and Hoegaarden billion USD
Fruit Brew (Rosee and Pear). revenue
• Expanded our portfolio in India with Seven
2.1
Rivers’ mild wheat beer and strong wheat beer.
We also introduced Magnum Double Barrel
whiskey and Mike’s Hard Lemonade in the state of
Maharashtra. billion USD
EBITDA
EMEA Zone Headquarters: Leuven, Belgium Zone Headquarters: Johannesburg, South Africa
2.6
focused on spreading the message that “the fun • Implemented seven Gauteng-based mobile
isn’t over until every Bud is home.” Alcohol Evidence Centres (AECs) in Dube,
• Opened VERBUND’s Pinos Puente solar park in Soweto, in partnership with the Johannesburg
Spain, allowing us to brew our beers across Metropolitan Police Department (JMPD). The billion USD
Western Europe with 100% renewable electricity. program is part of SAB Sharp, a responsible EBITDA
consumption platform that is designed to create
a smarter drinking culture in Soweto.
Our strategy
In 2022, we made significant progress across each of our three
strategic pillars: (1) lead and grow the category, (2) digitize and
Strategic pillars
monetize our ecosystem and (3) optimize our business.
Our strategy provides clear objectives for our colleagues and our
stakeholders and focuses on our growth drivers: the beer category,
opportunities beyond beer and new businesses that use our
capabilities and ecosystems.
Growth Drivers
The beer category
Beer is big, profitable and growing. We are uniquely positioned to lead and
3 1
grow the category due to our advantaged global footprint, industry-leading
portfolio of brands, expert capabilities and operational excellence. We sell one Optimize Lead and
out of every four beers in the world and account for a third of the global beer our grow the
profit pool. We also have the number one profit share position in seven of the
world’s top ten beer profit pools. Beer continues to be our core business and business category
represents a sizable opportunity for us and our ecosystem.
Beyond beer
Our beyond beer portfolio addresses evolving consumer tastes, capturing
new occasions and driving incremental growth to our business.
2
New businesses Digitize and
We harness the power of our existing platforms and ecosystem to help monetize our
solve problems. Within the technology space, our business-to-business BEES
platform, digital direct-to-consumer solutions and fintech services enhance
ecosystem
the value of our core business. In the emerging biotech field, we are exploring
the possibilities of applying our core brewing and fermentation capabilities in
new and exciting ways.
1
Lead and grow the category.
We are beer champions, and we are leading and
growing the category.
6
million
Beer is loved and resilient.
People across geographies and socioeconomic
groups enjoy beer, and consumers are passionate
about their favorite beer brands. The category customers around the
remained resilient in the face of the challenges world
in 2022. Beer is made with simple ingredients and
brewed naturally. It is fundamentally local, made
from local ingredients grown by local farmers,
and is often a major part of local communities and
economies.
Beer is big and profitable.
Beer is the largest single category within
consumer packaged goods (CPG) and is highly
profitable relative to other CPG categories. It has
been growing in volume and share of throat in the
last five years across key markets including Africa,
Latin America and Asia. 1
Driving growth with our evolved Category such as Victoria in Mexico and our innovative new
Expansion Model. no-alcohol offerings.
This model focuses on five proven and scalable Premiumization
category expansion levers: We continue to lead the global premium and
Inclusive category super-premium segment. We are providing
We are making the beer category more accessible consumers with an opportunity to trade up
for all consumers through our inclusive brand, through our industry-leading portfolio of above-
pack and liquid offerings. core brands.
2
Digitize and monetize our
ecosystem.
The second pillar of our strategy focuses on
unlocking value from our existing assets and 2
billion
expanding our addressable market through the
digitization and monetization of our ecosystem.
We have 175 major breweries and an unmatched
consumers across our
route to market that enables us to reach two
ecosystem
billion consumers, six million customers, and
generates ten million weekly transactions.
Our portfolio of new businesses and products
aims to solve customer and consumer needs. New
technological capabilities have unlocked ways
for us to create value from our ecosystem and
strengthen our business.
We are focusing on three areas in the digitization
and monetization of our ecosystem:
• Our B2B software and fintech services help
improve the businesses and livelihoods of - Our small and medium-sized retailers can use • Our digital DTC solutions - Zé Delivery in Brazil,
retailers through digital and financial inclusion. BEES, our B2B platform, to browse products, TaDa in Latin America and PerfectDraft™ in
place orders, arrange deliveries, manage Europe - are providing access to beer and
invoices and access business insights all building consumer engagement. We are
from one place. BEES is now one of the elevating and modernizing the category,
world’s largest B2B e-commerce platforms, developing new occasions and assortments
with 3.1 million monthly active users. It has while digitizing our consumer engagements.
increased our rate of sale while decreasing • We are exploring the possibilities of applying our
our cost to serve our customers. BEES has also core brewing and fermentation capabilities. Our
provided opportunities for small and medium- EverGrain products are made from barley used in
sized retailers to grow and strengthen their the brewing process and transformed into high-
own businesses. quality protein ingredients. Our BioBrew initiative
- BEES Marketplace offers third-party products aims to bring commercial scale to precision
through our digital B2B platform, and has led fermentation to create high-quality, animal-free
to additional revenue growth opportunities. protein products.
The majority of this business is through the
first party (1P) model, in which we buy and
sell third-party products while fulfilling order
logistics and delivery. A third party (3P) model
allows third-party suppliers to use BEES as
their digital order-taking platform to manage
their logistics and delivery.
3
Optimize our business. Our strategy comes to life in • China is a priority because of its size and unique
operating environment. The growth of middle
Our objective to optimize our business and our footprint. and upper economic classes is unparalleled, and
maximize long-term value creation is driven by As we execute our strategy, we continue to use in the next ten years, this part of the population
our focus on three areas: disciplined resource our geographical framework of four clusters, should grow faster than in the last decade. Our
allocation, robust risk management and an based on macroeconomic and consumer trends: ambition in China is to continue to invest in
efficient capital structure. premiumization and expand our portfolio into
• Emerging markets represent a sizable, fast-
Disciplined resource allocation growing population, even though these markets new regions.
In terms of both profitability and cash conversion, may have lower disposable income relative to • Developed markets tend to include people
we are best-in-class among our fast-moving the others. Our ambition in these markets is to who are typically wealthier and older, and where
consumer goods peers, with an EBITDA margin of make the category as inclusive as possible and consumer trends are constantly evolving. Our
around 34% and free cash flow as a percentage of ensure that we have superior offerings to enable ambition in these markets is to continue to
revenue of 15%. more consumers to participate in the beer maintain the strength of our core offerings and
category. build a strong portfolio in the premium and
• Developing markets are seeing fast population, beyond beer segments.
3 1
Optimize Lead and
Our Grow the
Business Category
2
Digitize and
Monetize Our
Ecosystem
Our beyond beer portfolio is In the FAB segment, we brought key innovations
to market including Mike’s Hard Tea in Canada and
expanding to meet consumer Caipi Beats (our RTD version of Brazil’s Caipirinha
demand. cocktail).
Flavored alcoholic beverages (FAB), hard seltzers In hard seltzers, we continue to innovate with
and ready-to-drink (RTD) cocktails are growing the our Bud Light Seltzer brand, launching unique
beyond beer category globally. We are using our flavors such as Bud Light Seltzer Hard Soda in
leading beer brands, and strengthening our Classic Cola, Cherry Cola, Lime Soda and Orange.
portfolio with new brands, such as Cutwater and NÜTRL continued to expand in Canada and the
NÜTRL, in specific segments. US, as consumers continue to demand low-cal,
gluten-free options. In the RTD cocktails segment,
Cutwater grew revenue in the US by strong double
digits compared to 2021.
3 1
Optimize Lead and
our grow the
business category
2
Digitize and
monetize our
ecosystem
20 markets
digital customers, largely due to the investment in users have exchanged short-term credits for
technology and data science capabilities. BEES products, and 3,000 were granted long-
term credits for premise and infrastructure
upgrades.
BEES is live in Argentina, Brazil, Canada,
China, Colombia, Dominican Republic,
Ecuador, El Salvador, Honduras, Mexico,
Panama, Paraguay, Peru, South Africa,
South Korea, Tanzania, Uganda, UK, Uruguay
and US.
1.5
• Our extensive logistics network, partnerships
In 2022, post-pandemic consumer habits
with millions of retailers and footprint of owned
presented new opportunities for DTC
physical stores helps increase last-mile delivery
interaction. As consumer behavior shifted
efficiency, promote best-in-class service levels
online, our digital DTC business in Latin
America has seen more than 15 times the
and ensure superior beer experiences. billion USD
growth in consumers compared to 2019 • Our technology connects these elements into in revenue generated
pre-pandemic levels. This year, our digital DTC a single omni-channel ecosystem that enables by our DTC ecosystem
platforms fulfilled 69 million orders globally. us to rapidly expand to our DTC platforms in in 2022
specific markets.
R
ead more about BioBrew’s Sustainability
efforts
3 1
Optimize Lead and
our grow the
business category
2
Digitize and
monetize our
ecosystem
8.9
31 December, 2022. We maintained a strong debt-to-EBITDA from 3.96x as of December 31,
liquidity position of approximately 20 billion USD, 2021, to 3.51x as of December 31, 2022.
consisting of 10.1 billion USD available under our The AB InBev Board proposes a full year 2022
Sustainability-Linked Loan Revolving Credit Facility billion USD dividend of 0.75 EUR per share, subject to
and 9.9 billion USD of cash. We have repurchased gross debt reduction shareholder approval at the Annual General
most of our maturities due over the next four
~20
Meeting (AGM) on 26 April, 2023. In line with our
years, resulting in a weighted average maturity of financial discipline and deleveraging objectives,
our debt portfolio of approximately 15 years. the recommended dividend balances our capital
allocation priorities and dividend policy while
billion USD returning cash to shareholders.
total liquidity
11 000
10 000
9 000
8 000
7 000
6 000
5 000
4 000
3 000
2 000
1 000
0
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
2052
2053
2054
2055
2056
2057
2058
2059
2060
5.2
craft brewery and features an innovation lab region of Palmar de Varela. The brewery, which
and brewing operations for craft favorites that will produce beloved national brands such as
include Goose Island, Boxing Cat and the new Águila, Poker and Club Colombia, is expected
059 Coastline Craft. In Karnataka, India, more to generate 350 direct jobs and 7,000 indirect
billion USD than 7 million USD is being invested to help jobs once operational in mid-2024.
in gross capital grow the no-alcohol beer portfolio across the L earn more about Bavaria’s investment in a new
expenditures country. brewery in Colombia
Ambev invested approximately 870 million BRL
in a new sustainable glass plant in Paraná,
Enable a sustainable
and inclusive future
We are invested in creating a future with more cheers through shared prosperity for our people, our
business and the planet.
We believe that a strong ESG agenda is vital for our future. From building a resilient and agile value
chain to solidifying our role as a trusted partner to identifying and capturing new sources of business
value, ESG will play a key role in fulfilling our company purpose and enabling our commercial vision.
Fortune’s Change the World Bloomberg Gender Equality Index Euronext Brussels
Featured in Fortune’s Change the World 2022 Included in the 2023 Bloomberg Gender-Equality Included in the new BEL ESG Index in recognition
ranking for our water stewardship efforts Index, which tracks the performance of public of our ESG initiatives
companies committed to disclosing their efforts
to support gender equality through policy
development, representation and transparency
2022 highlights
No-alcohol beer
Globally, Budweiser Zero grew volume more than
20% in 2022 versus 2021. At the FIFA World Cup TM,
an estimated 20% of international fans enjoyed
the brand in Qatar. Budweiser Zero was featured
prominently as part of our World Cup activations
and was proudly displayed on the signboards
during the matches, as part of our Smart Drinking
communications.
of our communities in Scope 3 GHG emissions per 41.01 42.84 43.70 44.81 44.63 47.91
Our business is closely tied to the hectoliter of production
natural environment. Agricultural crops high-stress areas have (in kgCO2e/hl)
and water are our key ingredients, we measurably improved water % Renewable electricity: 67.6% 41.2% 32.2% 20.9% 16.9% /
require raw materials for our packaging availability and quality. operational
and we need energy and fuel to brew, % Renewable electricity: 97.1% 84.7% 73.6% 63.5% 51.1% /
transport and refrigerate our beers. We contracted
know that understanding the potential Circular packaging: 100% % Returnable packaging 40.3% 37.0% 38.2% 43.4% 44.1% 47.2%
climate-related risks and opportunities of our products are in % Recycled content in primary
for our business and value chain should packaging that is returnable packaging
inform our long-term climate strategy. Glass 48.0% 45.8% 45.8% 44.3% 40.5% 36.8%
or made from majority Cans
This is why we have announced an 56.7% 56.2% 58.1% 59.3% 58.9% 59.7%
recycled content. PET 36.5% 23.3% 31.6% 27.5% 17.5% 23.2%
ambition to achieve net zero across our
value chain by 2040. Direct farmers Skilled, Connected and
Financially Empowered
Skilled 89.0% 74.0% 75.0% 49.0% / /
Connected 72.0% 64.0% 57.0% 44.0% / /
Financially Empowered 72.0% 68.0% 59.0% 34.0% / /
2022 highlights
Climate Action
Goal
100% of our purchased electricity will
be from renewable sources, and we will
reduce our carbon emissions by 25%
across our value chain by 2025
2022 progress We are working to actively decarbonize our global In 2022, we partnered with Ball Corporation, Rio
20.7%
operations, including our breweries and our vertical Tinto and Novelis to pilot Canada’s first low-carbon
operations that produce packaging and brewing beverage can for Corona beer. The cans use low-
materials. In 2022, we achieved ten additional carbon primary aluminum produced with inert
reduction in Scopes 1, 2 and 3 GHG carbon-neutral operations in four countries: anode technology and carbon-free hydropower,
emissions per hectoliter of production Argentina, Brazil, China and Uruguay. as well as recycled ingot, to reduce aluminum can
versus 2017 baseline sheet carbon emissions by more than 30%.
39.2%
reduction in Scopes 1 and 2 GHG absolute
emissions versus 2017 baseline
67.6%
renewable electricity operational
We continued to build a low-carbon fleet. In 2022, We are increasingly installing anaerobic digesters in In 2022, in partnership with local low-emission
97.1%
we added ten e-trucks to our Belgian fleet and wastewater plants to recover biogas to be used as energy providers Lemon Energy and Plin, Ambev
advanced Ambev’s mission with 250 e-trucks on the energy in our boilers in South America. This enables has helped convert more than 4,000 bars and
road in Brazil, engaging with consumers through us to offset the purchase of natural gas, saving up restaurants in Brazil to renewable electricity.
renewable electricity contracted a virtual reality journey using a truck simulator. The to 15% of our energy purchases. To date, we have 35
project was developed in partnership with The breweries in South America with wastewater plants.
Nature Conservancy (TNC), local governments and We installed 11 new biogas collection systems in
other partners. 2022, adding to the 13 already installed in previous
years.
2022 highlights
We strive to improve water use efficiency in our
2022 progress
2.64 hl/hl
Our Aguas Firmes project in Zacatecas and Hidalgo Our team in South Africa is working with local partners
in Mexico is helping increase water infiltration into to create an innovative artificial wetland at the Ibhayi
the Calera and Apan aquifers by 1.77 million cubic brewery on the Eastern Cape. The project treats
meters per year in both sites. It is also supporting the local brewery effluent and uses the water and
water use efficiency ratio local farmers’ transition to conservation agriculture nutrients to irrigate a sustainable crop of spinach
and the adoption of technologies such as drip for the local community. The initiative supports the
irrigation, which has been implemented across water use efficiency ratio of our brewery and the
100%
more than 3,000 hectares. The project also provides watershed with approximately 100,000 cubic meters
farmers with access to credit, subsidies and/or of water each year, and has decreased Ibhayi’s
insurances. carbon footprint by as much as approximately
of the 36 sites in scope for our goal have approximately 19.2 tons of CO2e each year.
conducted outreach, analyzed local
water challenges and identified potential
solutions
100%
of these sites have started implementing
solutions
In Peru, our amunas project is helping restore Achieving measurable improvement in watershed We are engaging in global partnerships such as the
6
this ancient canal system to help store water health requires sustained efforts. Through our Water Resilience Coalition, 2030 Water Resources
from floods or during the rainy season. To date, engagement in the Bacias Jaguariuna water fund in Group and the Beverage Industry Environmental
this award-winning partnership has rehabilitated Brazil, we strive to support continued implementation Roundtable (BIER). We also published a report with
of these sites have already begun seeing 30 kilometers of amunas with a goal to restore the of the Payment for Environmental Services and TNC to share our experience and learnings to drive
measurable impact entire 67-kilometer network of amunas by 2025. conservation program, as well as the associated impact.
hydrological monitoring.
Read more about our amunas project in Peru ead “A Recipe for Impact,” developed in
R
partnership with TNC
2022 highlights
Sustainable
Agriculture
Goal
100% of our direct farmers will be Skilled,
Connected and Financially Empowered
by 2025
2022 progress In 2022, we deepened our longstanding partnership We are working with smallholder barley farmers in
>23,900
with TNC to map priority areas for biodiversity the Apan region in Mexico to facilitate the adoption
action. Climate-smart and regenerative agriculture of regenerative agriculture practices. This initiative
is dynamic and holistic, incorporating principles is part of our longer-term approach to improving
such as soil fertility management, minimum tillage, water availability in the region, working with Toroto,
direct farmers in 2022 cover crops, crop rotation and composting to a Mexican startup, and local landowners to restore
increase yields while protecting topsoil, supporting the ecosystem and install green infrastructure to
water stewardship and enhancing biodiversity. reduce erosion and land degradation.
89%
of farmers are Skilled We partnered with the Sustainable Food Lab and
other major food and beverage companies in 2022
to launch the Trusted Advisor Partnership (TAP), an
72%
initiative that provides farmers with agronomic
support to improve soil health. The program is
operating in North Dakota, where land is especially
susceptible to soil erosion.
of farmers are Connected
72%
of farmers are Financially Empowered
Through our SmartBarley platform, we collect data
from farmers using a mobile app, remote-sensing
In 2022, our Global Barley Research Center
continued to develop our global crop breeding
Through a global network of seven model farms,
we are testing and evaluating ways to advance
technologies and other sources. It allows us to data system, helping develop new crop varieties sustainable agriculture practices while improving
better advise farmers and optimize their practices faster. We are identifying high-potential material productivity. On our model farm in the Western
for better yield, quality and environmental impact. more efficiently and accurately, scaling the use of Cape, South Africa, a shift to minimum-till farming
In 2022, we further developed our yield and quality predictive analytics in breeding and proactively has improved soil structure. In addition to mitigating
prediction models with our technology partner considering future climate conditions. the impacts of drought in a region where rainfall
Sentera, leveraging field-level data from SmartBarley is erratic, minimal tillage has resulted in increased
with weather and satellite data from Sentera’s yields, reduced erosion and increased soil carbon
platform. storage.
2022 highlights
For packaging that is not returnable, such as one-
Circular Packaging way glass bottles, aluminum cans and PET bottles,
we are committed to reaching a minimum of 50%
recycled content by 2025. In Brazil, we are building
Goal new solutions that use our connection with retailers,
100% of our packaging will be returnable consumers and collectors to bring more one-way
or made from majority recycled content packaging back into the recycling supply chain
by 2025 ultimately improving the availability of recycled
content available in the market.
2022 progress
77%
of our products in either returnables or
made from majority recycled content
56.7%
recycled content in cans
In 2022, Anheuser-Busch launched the National We are piloting programs with retailers to provide
48.0%
Recycling League, a multi-sports league coalition recycling collection services to their stores and
in partnership with Major League Baseball and reward them with points for each bottle recycled,
the National Football League, with the ambition to which can then be redeemed through our B2B
reduce beer packaging waste from professional platform BEES.
recycled content in glass
sports. The initiative is on a mission to drive key To promote recycling with consumers, we are
recycling behaviors among consumers wherever focusing on convenience. For example, our digital
36.5%
they cheer on their favorite team: in-stadium, direct-to-consumer platform in Brazil, Zé Delivery,
at home or at a neighborhood bar. The National now enables consumers to return their bottles.
Recycling League does this by encouraging Couriers take bottles back to the retailer or
distribution hub for sorting, cleaning and reuse.
recycled content in PET sustainable cup options, eliminating single-use
Our Cervejaria Colorado brewer introduced glass Today, 41% of Zé sales comes from returnable
cups and making it easier to collect and properly
bottles made from 100% recycled material. The bottles.
40.3%
recycle used cups, cans and bottles.
process represents a technological production
Read more about Zé Delivery
breakthrough at scale and completely avoids
the consumption of virgin raw materials in the
volume in returnable packaging manufacturing process, thereby reducing
energy consumption and GHG emissions during
production.
2022 highlights
Our approach to human rights is based on the
Workplace safety metrics
Ethics & United Nations Guiding Principles on Business and
Human Rights (UNGPs) and is outlined in our Global Building a culture of health and safety
Transparency Human Rights Policy. We have embedded respect
for human rights and relevant principles across Lost Time Injuries (LTIs)
2022 2021 2020 2019 2018
and maintaining the highest Inclusion Policy, Global Anti-Harassment and Anti- Last-mile logistics/
109 127 125 206 313
Sales Employees
standards of ethical behavior. This Discrimination Policy, Global Health and Safety Policy
and our Global Whistleblower Policy. Contractors (All) 85 113 110 254 479
guides everything that we do as
Total Recordable Injuries
an organization and serves as our Access our Human Rights Policy (TRIs)
foundation in creating a future Supply Employees 183 237 256 309 410
with more cheers. We have created Last-mile logistics/
384 511 523 1,177 1,109
Together with our global policies, our Code Our award-winning compliance data analytics Sales Employees
governance bodies and programs
of Business Conduct (COBC) contains ethical platform BrewRIGHT aggregates, standardizes Contractors (All)* 216 285 205
on anti-corruption, digital ethics, principles that address key risk areas, including anti- and demonstrates trends and patterns to identify, Fatalities**
human rights and safety. bribery and corruption, digital ethics, human rights detect and prevent fraud and corruption related to Supply Employees 0 1 0 1 1
and anti-discrimination. The COBC and supporting our operations. In the NASSCOM Business Process
policies are designed to guide and support our Last-mile logistics/
Innovation Showcase 2022, our peers recognized Sales Employees
2 3 4 1 4
colleagues and business partners to adhere to the the platform as an industry-leading product that
highest standards of business integrity and ethics. Contractors (All) 7 2 3 5 9
incorporates “sustainability and ethical practices
embedded in business.” *Supply contractors data only reported as of 2021, as internal
controls regarding the reporting of supply contractor TRIs
(MDI & MTI) were not yet sufficiently implemented in prior
years, resulting in lower data quality and robustness.
**Fatalities data does not include commuting- and
community-related fatalities as per AB InBev’s reporting
We launched online trainings focused on conflict of We are also encouraging digital ethics by design. definitions. The table also does not include road fatalities of
interest, digital ethics’ principles, and harassment We have developed and implemented a digital risk contractors who are fully managed by the contracted firm/
company.
bystander intervention. All colleagues receive sexual management platform that uses data to identify
Lost Time Injuries (LTIs)
harassment training. digital risk. In 2022, the Financial Times recognized Occupational injury resulting in more than one-day absence
the tool as the best in-house innovation product in from work.
L earn more about our Code risk management. Total Recordable Injuries (TRIs)
of Business Conduct LTIs + modified duty injuries + medical treatment injuries.
Supply Employees
Brewery and manufacturing facility employees, including first-
tier logistics.
In 2022, we reviewed our grievance mechanism Last-mile logistics/Sales Employees
and processes to identify opportunities for further Last-mile logistics, sales, Zone and global corporate
alignment with UNGP guidance on effective employees.
Commuting Fatality
grievance mechanisms. Through this review, which An incident that occurs while coming to work or going homes,
included feedback from internal and external resulting in a fatality to our employee(s).
stakeholders, we have developed plans to continue Community Fatalities
Fatalities that occur to people outside of our operation in the
improving user experience and visibility of the tool. course of doing business.
2022 highlights
Entrepreneurship
We are supporting and uplifting the
small and medium-sized businesses
across our value chain. We understand
the challenges that these small
businesses face in accessing financial
services, business skills development
and the inputs needed to maintain and BEES continues to support retailers through digital Women’s economic empowerment is a Emprendedoras Backus aims to contribute to the
upgrade their operations. That is why and financial inclusion. Through its training tool, transformative way to strengthen communities, progress of small merchants in Peru. The program
Mi Negocio, we are helping retailers grow their grow economies and promote sustainable offers courses and remote learning sessions,
we are meeting entrepreneurs where businesses, with modules in business performance development. Through our Emprendedoras Bavaria including through BEES. One of the training modules,
they are, whether that is on the field, visibility, price optimization and educational program in Colombia, we have helped improve Doña Chela, provides educational content covering
over a counter or in a recycling facility. content. In 2022, approximately 60% of BEES retailers the lives of more than 48,500 women business finance, sales, digitization and Smart Drinking. As
used the feature every month to access insights to owners since 2017 by providing access to more than retailers complete courses, they earn rewards
Here’s how we do it: support their business growth. 3.7 million USD in microcredits. points, custom experiences and access to inventory
• Digital inclusion: enabling access credit. In 2022, the program trained more than 800
small retailers, of which 65% were women.
to the tools and technologies that
provide entrepreneurs with greater
We are piloting a short-term working capital product We are working closely with smallholder farmers
access to information, markets,
through BEES. We are offering short-term working to provide access to local agronomic advice,
customers and other data points capital, which enables retailers to buy and receive weather and market information. In many cases,
needed to drive business; goods purchased on the platform. Demand for this we send farmers information through SMS and
• Financial inclusion: helping create type of capital is high, with 329,000 retailers using voice messages. For regions such as Uganda,
short-term credits to buy BEES products. where the mobile penetration rate is low, our
access for entrepreneurs to finance teams communicate timely information via radio
their businesses through increased broadcasts. In Brazil, we employ ManejeBem’s digital
financial literacy and greater platform, which includes chat and video features,
opportunities to adopt more resilient to extend technical assistance to more than 200
financial practices; and farmers. We are also developing and distributing
329,000
visual crop production guides that illustrate
• Social inclusion: empowering practices to improve crop yield and quality across
entrepreneurs to participate our smallholder sourcing programs.
meaningfully in our programming by
BEES retailers using short-term
tailoring the way we deliver content credits
to them. This enables us to expand
access to opportunities within a
localized context.
2022 highlights
Our Global Parental Leave Standard offers 16 weeks
Diversity, Equity of parental leave to the primary caregiver, which is 2022 2021 2020 2019 2018 2017
inclusive to all gender identities and all entry points
and Inclusion
Number of nationalities represented in our 132 125 121 123 122 122
to parenthood, and two weeks to the secondary overall workforce
caregiver. We also introduced inclusive benefits
such as gender-affirming medical support for Number of nationalities represented in our 61 64 54 55 54 48
Our company must be an transgender colleagues in the US and Canada, and global headquarters
inclusive and diverse workplace financial and legal support for name changes for
colleagues in Brazil and Colombia. Percent of women in our overall workforce 22% 21% 19% 19% 18% 18%
where everyone feels they
belong regardless of personal Percent of women in our salaried workforce 35% 34% 32% 31% 30% 30%
characteristics or social identities.
In Europe, we launched our anti-harassment and Percent of women among our top five 28% 26% 24% 22% 20% 19%
Our greatest strength is our people, leadership levels
anti-discrimination campaign, #ItStopsWithMe. It
and we support the opportunity for centers on asking individuals to commit to speaking
Percent of women among our top three 14% 14% 14% 12% 11% 10%
every individual to excel. We work up and calling out harassment and discrimination if leadership levels
to continue fostering an inclusive they witness it. In addition, our Belgian beer brand
Jupiler launched a campaign urging fans who Percent change in D&I index in annual 1pp 1pp 2pp 0pp 1pp NA
workplace so that everyone can witness racism and discrimination in stadiums to employee engagement survey
succeed in our business. report the behavior via an anonymous hotline.
28%
development network with educational programs
We have worked with an independent party to
and resources.
conduct a pay equity review. There is no statistically
significant difference in base pay between women
H
ear from the Chair of our PRISM ERG in Canada
representation of women and men.
how we are advancing inclusivity
in senior leadership
positions (two percentage
points increased
compared to 2021)
Table of contents
50 Management report
70 Statement of the Board of Directors
71 Independent auditors’ report
75 Consolidated financial statements
150 Information to our shareholders
152 Excerpt from the AB InBev NV/SA separate
(non-consolidated) financial statements
prepared in accordance with Belgian GAAP
154 Glossary
Management report
Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with secondary listings on
the Mexico (MEXBOL: ANB) and South Africa (JSE: ANH) stock exchanges and with American Depositary Receipts on
the New York Stock Exchange (NYSE: BUD). As a company, we dream big to create a future with more cheers. We are
always looking to serve up new ways to meet life’s moments, move our industry forward and make a meaningful impact in
the world. We are committed to building great brands that stand the test of time and to brewing the best beers using the
finest natural ingredients. Our diverse portfolio of well over 500 beer brands includes global brands Budweiser®, Corona®
and Stella Artois®; multi-country brands Beck’s®, Hoegaarden®, Leffe® and Michelob Ultra®; and local champions such
as Aguila®, Antarctica®, Bud Light®, Brahma®, Cass®, Castle®, Castle Lite®, Cristal®, Harbin®, Jupiler®, Modelo
Especial®, Quilmes®, Victoria®, Sedrin® and Skol®. Our brewing heritage dates back more than 600 years, spanning
continents and generations. From our European roots at the Den Hoorn brewery in Leuven, Belgium. To the pioneering
spirit of the Anheuser & Co brewery in St. Louis, US. To the creation of the Castle Brewery in South Africa during the
Johannesburg gold rush. To Bohemia, the first brewery in Brazil. Geographically diversified with a balanced exposure to
developed and developing markets, we leverage the collective strengths of approximately 167 000 employees based in
nearly 50 countries worldwide. For 2022, our reported revenue was 57.8 billion US dollar (excluding joint ventures and
associates).
The following management report should be read in conjunction with our audited consolidated financial statements.
In the rest of this document we refer to Anheuser-Busch InBev as “AB InBev”, “the company”, “we”, “us” or “our”.
Recent events
On 11 March 2022, the company announced that it is forfeiting all financial benefits from the operations of AB InBev Efes,
an associate which does business in Russia and Ukraine, in which it holds a 50% non-controlling stake and which the
company does not consolidate. On 22 April 2022, the company announced its decision to sell its non-controlling interest
in AB InBev Efes and is in active discussions with its partner, Turkish Brewer Anadolu Efes, to acquire this interest. AB
InBev’s request regarding the suspension of the license for production and sale of Bud in Russia will also be part of a
potential transaction. During the year ended 31 December 2022, the company derecognized the investment in AB InBev
Efes and reported a 1 143m US dollar non-cash impairment charge in non-underlying share of results of associates. (Refer
to Section Risks and uncertainties, Note 4 Use of estimates and judgements, Note 8 Non-underlying items, Note 16
Investments in associates and Note 31 Related Parties).
Investing activities
Net capex (4 838) (5 498)
Acquisition and sale of subsidiaries, net of cash acquired/disposed of (70) (444)
Net proceeds from sale/(acquisition) of other assets 288 65
Cash flow from / (used in) investing activities (4 620) (5 878)
Financing activities
Dividends paid (2 442) (2 364)
Net (payments on)/proceeds from borrowings (7 174) (8 511)
Payment of lease liabilities (610) (531)
Sale/(purchase) of non-controlling interests and other (394) (192)
Cash flow from / (used in) financing activities (10 620) (11 598)
1
Turnover less excise taxes. In many jurisdictions, excise taxes make up a large proportion of the cost of beer charged to the company’s customers.
In 2022, our normalized EBITDA increased 7.2%, while our normalized EBITDA margin contracted 126 bps, reaching
34.3%.
Consolidated volumes grew by 2.3%, with own beer volumes up 1.8% and non-beer volumes up 5.2%, driven by the
investment in our marketing capabilities and consistent execution of our five proven and scalable category expansion
levers.
Consolidated revenue grew by 11.2% to 57 786m US dollar, with revenue per hectoliter growth of 8.6% driven by revenue
management initiatives and continued premiumization. Combined revenues of our global brands, Budweiser, Stella Artois
and Corona increased by 8.2% globally and 8.9% outside of their respective home markets.
Consolidated cost of sales increased 18.4%, and increased 15.8% on a per hectoliter basis, driven by anticipated
transactional foreign currency effects and commodity cost headwinds.
Consolidated selling, general and administrative expenses (SG&A) increased 6.3% primarily due to elevated costs of
distribution.
Consolidated other operating income/(expenses) in 2022 increased by 10.3% primarily driven by sale of non-core assets
and one-time gains. In 2022, Ambev recognized 201m US dollar income in Other operating income related to tax credits
in Brazil (2021: 226m US dollar). The net impact is presented as a scope change and does not impact the presented
organic growth. Additionally, Ambev recognized 168m US dollar of interest income in Finance income in 2022 (2021: 118m
US dollar) related to these credits. Underlying profit attributable to equity holders and underlying EPS were positively
impacted by 186m US dollar after tax and non-controlling interest (2021: 165m US dollar). Ambev’s tax credits and interest
receivables are expected to be collected over a period exceeding 12 months after the reporting date. As of 31 December
2022, the total amount of such credits and interest receivables represented 1 149m US dollar.
In the United States, our sales-to-wholesalers (“STWs”) declined by 4.2% and our sales-to-retailers (“STRs”) declined by
4.1%, estimated to be below the industry. In 2022, our above core beer portfolio outperformed the industry, led by Michelob
ULTRA which grew volumes by high-single digits and by the growth of our premium brands including Stella Artois, Kona
Big Wave and Estrella Jalisco. In Beyond Beer, our spirits-based ready-to-drink portfolio grew volume by strong double-
digits and continued to outperform the industry, led by Cutwater, the #1 spirits-based cocktail in the country, and NÜTRL,
the industry’s #2 vodka seltzer.
In Canada, while total volumes declined low-single digits due to a soft industry, we gained share of beer for the third year
in a row.
Middle Americas total volumes increased by 4.3%.
In Mexico, we delivered volume growth across all segments of our portfolio, with our above core beer brands growing over
20%, led by Modelo, Pacifico and Michelob ULTRA. In the fourth quarter of 2022, we completed the final wave of our Oxxo
channel expansion with our portfolio now available in approximately 20 000 Oxxo stores nationwide. We continued to
progress our digital transformation with over 60% of our BEES customers now also BEES Marketplace buyers and our
digital DTC platform, TaDa, now fulfilling over 300 000 orders per month.
In Colombia, led by the consistent implementation of our category expansion levers, the beer category continues to grow,
gaining 80bps share of total alcohol volume this year and with 2022 marking the highest beer per capita consumption in
over 25 years. Our volumes grew by high-single digits in 2022 compared to 2021, delivering volume growth across all
segments of our portfolio. Our premium and super premium brands led the way, delivering over 25% volume growth and
reaching an all-time high volume and share of our total revenue. More than 45% of our BEES customers are now also
BEES Marketplace buyers.
In Peru, our volumes grew by high-single digits in 2022 reaching a new all-time high for the fiscal year, with the beer and
Beyond Beer categories increasing share of total alcohol. In December, the industry momentum was impacted by social
unrest in certain regions and our volumes declined by low-single digits in the fourth quarter of 2022. Over 55% of BEES
customers are now also BEES Marketplace buyers.
In Ecuador, we delivered high-single digits volume growth, driven by the expansion of the beer category and supported by
post COVID-19 recovery. Approximately 75% of BEES customers are now also BEES Marketplace buyers.
South America total volumes increased by 4.6%.
In Brazil, our total volume grew by 5.6% in 2022, with beer volumes up by 3.5%, outperforming the industry according to
our estimates, and non-beer volumes up by 12.0% compared to 2021. In 2022, we once again delivered record high beer
volumes driven by continued expansion of our market share. BEES continued to expand, delivering an all-time high Net
Promoter Score (NPS) in the fourth quarter of 2022 and more than 70% of our BEES customers are now also BEES
Marketplace buyers. Our digital DTC platform, Zé Delivery, fulfilled over 62 million orders this year and has now reached
4.8 million monthly active users, a 17% increase versus December 2021.
In Argentina, volumes grew by low-single digits led by the strong performance of our above core beer and non-beer brands.
In South Korea, in 2022, we reported a volume growth of high-single digits driven by the strong performance of our local
champion, Cass. Our total market share expanded this year with gains in both the on-premise and in-home channels.
REVENUE
Our consolidated revenue grew by 11.2% to 57 786m US dollar with revenue per hectoliter growth of 8.6% in 2022 driven
by revenue management initiatives and continued premiumization.
COST OF SALES
Our cost of sales increased by 18.4% and increased by 15.8% on a per hectoliter basis, driven by anticipated transactional
foreign currency effects and commodity headwinds.
OPERATING EXPENSES
Our total operating expenses increased 6.1% in 2022:
• Selling, General & Administrative Expenses (SG&A) increased by 6.3% due primarily to elevated costs of
distribution.
• Other operating income increased 10.3% primarily driven by the sale of non-core assets and one-time gains. In
addition, in 2022, Ambev, our subsidiary, recognized 201m US dollar income in Other operating income related
to tax credits in Brazil (2021: 226m US dollar). The net impact is presented as a scope change.
Non-underlying items are either income or expenses that do not occur regularly as part of the normal activities of the
company. They are presented separately because they are important for the understanding of the underlying sustainable
performance of the company due to their size or nature. Details on the nature of the non-underlying items are disclosed in
Note 8 Non-underlying items.
The following table sets forth the percentage of our normalized EBITDA realized by currency for the 2022 and 2021:
2022 2021
US dollar 31.0% 32.8%
Mexican peso 14.9% 13.6%
Brazilian real 11.3% 9.8%
Chinese yuan 7.9% 9.4%
Colombian peso 5.2% 5.4%
Euro 4.6% 4.3%
Peruvian nuevo sol 4.2% 4.0%
South African rand 4.1% 3.9%
Argentinean peso¹ 3.4% 2.7%
Dominican peso 2.8% 3.0%
Canadian dollar 2.4% 2.9%
South Korean won 1.8% 1.7%
Pound sterling 0.0% 0.3%
Other 6.6% 6.2%
In 2022, the fluctuation of the foreign currency rates had a negative translation impact, including hyperinflation accounting
impact, of 2 136m US dollar on our revenue (2021: positive impact of 326m US dollar), of 669m US dollar on our normalized
EBITDA (2021: positive impact of 96m US dollar) and of 410m US dollar on our normalized EBIT (2021: positive impact of
35m US dollar).
Our profit (after tax) was negatively affected by the fluctuation of foreign currencies, including hyperinflation accounting
impact, amounting to 132m US dollar (2021: positive impact of 41m US dollar), while the negative translation impact,
including hyperinflation accounting impact, on our EPS (profit attributable to our equity holders) was 121m US dollar or
0.06 US dollar per share (2021: positive impact of 38m US dollar or 0.02 US dollar per share).
The impact of the fluctuation of the foreign currencies on our net debt amounted to 1 527m US dollar (decrease of net
debt) in 2022, as compared to an impact of 1 609m US dollar (decrease of net debt) in 2021. The impact of the fluctuation
of the foreign currencies on the equity attributable to our equity holders amounted to 1 123m US dollar (decrease of equity),
as compared to an impact of 4 320m US dollar (decrease of equity) in 2021.
1
Hyperinflation accounting was adopted in 2018 to report the company’s Argentinian operations.
• Net finance costs (excluding non-underlying net finance items): 4 646m US dollar in 2022 compared to a net
finance cost of 4 803m US dollar in 2021. Mark-to-market adjustment linked to the hedging of our share-based
payment programs amounted to a gain of 331m US dollar in 2022, compared to a loss of 23m US dollar in 2021
resulting in a change of 354m US dollar.
• Non-underlying net finance income/(cost): Non-underlying net finance income amounted to 498m US dollar in
2022 compared to 806m US dollar cost in 2021. 274m US dollar gain resulted from mark-to-market adjustments
on derivative instruments entered into to hedge the shares issued in connection with the Modelo and SAB
combination (2021: 25m US dollar loss), 246m US dollar gain resulted from the early termination of certain bonds
(2021: 741m US dollar loss) and 22m US dollar loss related to the remeasurement of deferred considerations on
prior year acquisitions (2021: 19m US dollar loss).
• Non-underlying share of results of associates: Non-underlying share of results of associates amounted to 1 143m
US dollar in 2022 (2021: nil) and relates to the impairment of our investment in AB InBev Efes.
• Non-underlying items impacting profit from operations: In 2022, we incurred 251m US dollar of non-underlying
costs (2021: 614m US dollar) mainly comprising of 110m US dollar of restructuring costs (2021: 172m US dollar),
71m US dollar of business and asset disposals (including impairment losses) (2021: 247m US dollar), 18m US
dollar of costs associated with COVID-19 (2021: 105m US dollar) that mainly relate to personal protection
equipment for our colleagues and other costs incurred as a direct consequence of the COVID-19 pandemic and
51m US dollar of AB InBev Efes related costs mainly from the discontinuation of exports to Russia and the
forfeiting of our benefits from the operations of the associate. In 2021, we incurred 72m US dollar cost related to
the Zenzele Kabili scheme.
• Income tax expense: 1 928m US dollar in 2022 with an effective tax rate of 18.6% compared to 2 350m US dollar
in 2021 with an effective tax rate of 28.6%. The 2022 effective tax rate is positively impacted by non-taxable gains
from derivatives related to hedging of share-based payment programs and hedging of the shares issued in a
transaction related to the combination with Grupo Modelo and SAB, while the 2021 effective tax rate was
negatively impacted by non-deductible losses from these derivatives. In addition, the 2022 effective tax rate was
positively impacted by higher distribution of interest on shareholders’ equity from Brazil and lower non-deductible
costs. The 2022 effective tax rate includes 350m US dollar benefit from a reorganization which resulted in the
utilization of current year and carry forward interests for which no deferred tax asset was recognized. The
normalized effective tax rate excluding mark-to-market gains or losses linked to the hedging of our share-based
payment programs was 23.8% in 2022 compared to 27.9% in 2021.
• Profit attributable to non-controlling interest: 1 628m US dollar in 2022 compared to 1 444m US dollar in 2021.
Our cash flow from operating activities reached 13 298m US dollar in 2022 compared to 14 799m US dollar in 2021. The
decrease was primarily driven by changes in working capital for 2022 compared to 2021 due to (i) 2021 figures that were
impacted by lower capital expenditure and bonus accruals in 2020 and (ii) increased inventory balances in 2022.
Our cash outflow from investing activities was 4 620m US dollar in 2022 compared to a cash outflow of 5 878m US dollar
in 2021. The decrease in the cash outflow from investing activities was mainly due to lower net capital expenditures and
lower outflows from acquisition of subsidiaries in 2022 compared to 2021.
Our net capital expenditures amounted to 4 838m US dollar in 2022 and 5 498m US dollar in 2021. Out of the total 2022
capital expenditures approximately 36% was used to improve the company’s production facilities while 45% was used for
logistics and commercial investments and 20% was used for improving administrative capabilities and for the purchase of
hardware and software.
Our cash outflow from financing activities amounted to 10 620m US dollar in 2022, as compared to a cash outflow of
11 598m US dollar in 2021.
In addition to a very comfortable debt maturity profile and strong cash flow generation, as of 31 December 2022, we had
total liquidity of 20.0 billion US dollar, which consisted of 10.1 billion US dollar available under committed long-term credit
facilities and 9.9 billion US dollar of cash, cash equivalents and short-term investments in debt securities less bank
overdrafts. Although we may borrow such amounts to meet our liquidity needs, we principally rely on cash flows from
operating activities to fund the company’s operations.
As of 31 December 2022, the company’s credit rating from Standard & Poor’s was BBB+ for long-term obligations and
A-2 for short-term obligations, with a positive outlook, and the company’s credit rating from Moody’s Investors Service was
Baa1 for long-term obligations and P-2 for short-term obligations, with a positive outlook.
Furthermore, the conflict has resulted and could continue to result in volatile energy, commodity and raw materials markets,
supply chain disruptions and inflation, which has affected and may continue to affect the price and availability of certain
raw materials or commodities required for AB InBev’s products and may adversely affect its operations. These and other
impacts of the conflict could have the effect of heightening other risks described herein, including, but not limited to, adverse
effects on economic and political conditions in AB InBev’s key markets, increased risk of cyber incidents or other disruptions
to AB InBev’s information systems, reputational risks and additional trade restrictions, which could materially and adversely
affect AB InBev’s business and results of operations. The ultimate impact of these disruptions depends on events beyond
AB InBev’s knowledge or control, including the scope and duration of the conflict and actions taken by parties other than
AB InBev to respond to them, and cannot be predicted.
AB InBev’s results of operations are affected by fluctuations in exchange rates. Any change in exchange rates between
AB InBev’s operating companies’ functional currencies and the U.S. dollar will affect its consolidated income statement
and statement of financial position when the results of those operating companies are translated into U.S. dollar for
reporting purposes as translational exposures are not hedged. Also, there can be no assurance that the policies in place
to manage commodity price and transactional foreign currency risks to protect AB InBev’s exposure will be able to
successfully hedge against the effects of such foreign exchange exposure, especially over the long-term. Further, the use
of financial instruments to mitigate currency risk and any other efforts taken to better match the effective currencies of AB
InBev’s liabilities to its cash flows could result in increased costs.
Following the categorization of Argentina in AB InBev’s results for the third quarter of 2018 as a country with a three-year
cumulative inflation rate greater than 100%, the country is considered as a hyperinflationary economy in accordance with
IFRS rules (IAS 29), resulting in the restatement of certain results for hyperinflation accounting. If the economic or political
situation in Argentina further deteriorates, the South America operations may be subject to additional restrictions under
new Argentinean foreign exchange, export repatriation or expropriation regimes that could adversely affect AB InBev’s
ability to access funds from Argentina, financial condition and operating results.
AB InBev may not be able to obtain the necessary funding for its future capital or refinancing needs and may face financial
risks due to its level of debt and uncertain market conditions. AB InBev may be required to raise additional funds for its
future capital needs or to refinance its current indebtedness through public or private financing, strategic relationships or
other arrangements and there can be no assurance that the funding, if needed, will be available or provided on attractive
terms. AB InBev has incurred substantial indebtedness by entering into a senior credit facility and accessing the bond
markets from time to time based on its financial needs, including as a result of the acquisition of SAB. For the near term,
the portion of AB InBev’s consolidated statement of financial position represented by debt is expected to remain higher as
compared to its historical position. AB InBev’s increased level of debt could have significant consequences for AB InBev,
including (i) increasing its vulnerability to general adverse economic and industry conditions, (ii) limiting its flexibility in
planning for, or reacting to, changes in its business and the industry in which AB InBev operates, (iii) impairing its ability to
obtain additional financing in the future and limiting its ability to fund future working capital and capital expenditures, to
engage in future acquisitions or development activities or to otherwise realize the value of its assets and opportunities fully,
(iv) requiring AB InBev to issue additional equity (potentially under unfavorable market conditions), and (v) placing AB
InBev at a competitive disadvantage compared to its competitors that have less debt. AB InBev’s ability to repay and
renegotiate its outstanding indebtedness will be dependent upon market conditions. Unfavorable conditions, including
significant price volatility, dislocations and liquidity disruptions in the global credit markets in recent years, as well as
downward pressure on credit capacity for certain issuers without regard to those issuers’ underlying financial strength,
could increase costs beyond what is currently anticipated. Such costs could have a material adverse impact on AB InBev’s
cash flows, results of operations or both. While AB InBev aims to dynamically allocate its surplus free cash flow to balance
its leverage, return cash to shareholders and pursue selective mergers and acquisitions, the company’s level of debt may
restrict the amount of dividends it is able to pay.
Also, a credit rating downgrade could have a material adverse effect on AB InBev’s ability to finance its ongoing operations
or to refinance its existing indebtedness. In addition, a failure of AB InBev to refinance all or a substantial amount of its
debt obligations when they become due, or more generally a failure to raise additional equity capital or debt financing or
The continued consolidation of retailers in markets in which AB InBev operates could result in reduced profitability for the
beer industry as a whole and indirectly adversely affect AB InBev's financial results.
AB InBev relies on key third parties, including key suppliers, for a range of raw materials for its beer, alcoholic beverages
and soft drinks, and for packaging material. The termination of or any material change to arrangements with certain key
suppliers or the failure of a key supplier to meet its contractual obligations could have a material impact on AB InBev's
production, distribution and sale of beer, alcoholic beverages and soft drinks and have a material adverse effect on AB
InBev's business, results of operations, cash flows or financial condition. Certain of AB InBev’s subsidiaries may purchase
nearly all of their key packaging materials from sole suppliers under multi-year contracts. The loss of or temporary
discontinuity of supply from any of these suppliers without sufficient time to develop an alternative source could cause AB
InBev to spend increased amounts on such supplies in the future.
Negative publicity surrounding the company, its activities, its personnel or its business partners, consumer perception of
the company’s response to political and social issues or catastrophic events, and campaigns by activists, whether or not
warranted, connecting the company, its personnel, its supply chain or its business partners with a failure to maintain high
ethical, business and environmental, social and governance practices or workplace and human rights issues, whether
actual or perceived, could adversely impact the company’s brand image and reputation and may decrease demand for its
products, thereby adversely affecting its business. AB InBev has made a number of commitments to respect human rights,
including its commitment to the principles and guidance contained in the UN Guiding Principles on Business and Human
Rights, through its policies. Allegations, even if untrue, that the company is not respecting its commitments or actual or
perceived failure by its suppliers or other business partners to comply with applicable laws or regulations, workplace and
labor laws, including child labor laws, or their actual or perceived abuse or misuse of migrant workers could negatively
affect AB InBev’s overall reputation and brand image. Activities by the company’s promotional partners that harm their
public image or reputation could also have an adverse effect on AB InBev’s reputation or brand image, and may decrease
demand for AB InBev’s products, thereby adversely affecting its business.
A substantial portion of AB InBev’s operations are carried out in developing European, African, Asian and Latin American
markets. AB InBev’s operations and equity investments in these markets are subject to the customary risks of operating in
developing countries, which include, amongst others, political instability or insurrection, human rights concerns, external
interference, financial risks, changes in government policy, political and economic changes, changes in the relations
between countries, actions of governmental authorities affecting trade and foreign investment, regulations on repatriation
of funds, interpretation and application of local laws and regulations, enforceability of intellectual property and contract
rights, local labor conditions and regulations, lack of upkeep of public infrastructure, potential political and economic
uncertainty, application of exchange controls, nationalization or expropriation, empowerment legislation and policy, corrupt
business environments, crime and lack of law enforcement as well as financial risks, which include risk of illiquidity, inflation,
devaluation, price volatility, currency convertibility and country default. Moreover, the economies of developing countries
are often affected by changes in other developing market countries, and, accordingly, adverse changes in developing
markets elsewhere in the world could have a negative impact on the markets in which AB InBev operates. Such developing
market risks could adversely impact AB InBev’s business, results of operations and financial condition. Furthermore, the
global reach of AB InBev’s operations exposes it to risks associated with doing business globally, including changes in
tariffs. The Office of the United States Trade Representative has enacted tariffs on certain imports into the United States
from China. If significant tariffs or other restrictions are placed on imports from China or any retaliatory trade measures are
taken by China, this could have a material adverse effect on global economic conditions and the stability of global financial
markets, and may significantly reduce global trade, which in turn could have a material adverse effect on AB InBev’s
business in one or more of its key markets and results of operations.
Competition and changing consumer preferences in its various markets and increased purchasing power of players in AB
InBev’s distribution channels could cause AB InBev to reduce prices of its products, increase capital investment, increase
marketing and other expenditures or prevent AB InBev from increasing prices to recover higher costs and thereby cause
AB InBev to reduce margins or lose market share. Also, innovation faces inherent risks, and the new products AB InBev
AB InBev operates its business and markets its products in emerging markets that, as a result of political and economic
instability, a lack of well-developed legal systems and potentially corrupt business environments, present it with political,
economic and operational risks. Although AB InBev is committed to conducting business in a legal and ethical manner in
compliance with local and international statutory requirements and standards applicable to its business, there is a risk that
the employees or representatives of AB InBev’s subsidiaries, affiliates, associates, joint ventures/operations or other
business interests may take actions that violate applicable laws and regulations that generally prohibit the making of
improper payments to foreign government officials for the purpose of obtaining or keeping business, including laws relating
to the 1997 OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions
such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act.
New or expanded export control regulations, economic sanctions, embargoes or other forms of trade restrictions imposed
on Russia, Syria, Cuba, Iran or other countries in which AB InBev or its associates do business may curtail AB InBev’s
existing business and may result in serious economic challenges in these geographies, which could have an adverse effect
on AB InBev and AB InBev’s associates’ operations, and may result in impairment charges on goodwill or other intangible
assets or investments in associates.
Although AB InBev’s operations in Cuba through its subsidiary are quantitatively immaterial, the company’s overall
business reputation may suffer, or it may face additional regulatory scrutiny as a result of Cuba being a target of U.S.
economic and trade sanctions or its subsidiary’s involvement in legal proceedings regarding its operations in Cuba. If
investors decide to liquidate or otherwise divest their investments in companies that have operations of any magnitude in
Cuba, the market in and value of AB InBev’s securities could be adversely impacted. In addition, Title III of U.S. legislation
known as the “Helms-Burton Act” authorizes private lawsuits for damages against anyone who traffics in property
confiscated without compensation by the Government of Cuba from persons who at the time were, or have since become,
nationals of the United States. As a result of the activation of Title III of the Helms-Burton Act, AB InBev may be subject to
potential U.S. litigation exposure beginning 2 May 2019, including claims accrued during the prior suspension of Title III of
the Helms-Burton Act. AB InBev has received notice of claims purporting to be made under the Helms-Burton Act. It
remains unclear how the activation of Title III of the Helms-Burton Act will impact AB InBev’s U.S. litigation exposure with
respect to this notice of claim.
AB InBev relies on the reputation of its brands and its success depends on its ability to maintain and enhance the image
and reputation of its existing products and to develop a favorable image and reputation for new products. An event, or
series of events, that materially damages the reputation of one or more of AB InBev's brands could have an adverse effect
on the value of that brand and subsequent revenues from that brand or business. Further, any restrictions on the
permissible advertising style, media channels and messages used may constrain AB InBev’s marketing activities and thus
reduce the value of its brands and related revenues.
AB InBev may not be able to protect its current and future brands and products and defend its intellectual property rights,
including trademarks, patents, domain names, trade secrets and know-how, which could have a material adverse effect
on its business, results of operations, cash flows or financial condition, and in particular, on AB InBev’s ability to develop
its business.
If the business of AB InBev does not develop as expected, impairment charges on goodwill or other intangible assets may
be incurred in the future that could be significant and that could have an adverse effect on AB InBev's results of operations
and financial condition.
Climate change or other environmental concerns, or legal, regulatory or market measures to address climate change or
other environmental concerns, could have a long-term, material adverse impact on AB InBev’s business and results of
operations. In addition, social attitudes, customer preferences and investor sentiment are increasingly influenced by
environmental, social and corporate governance (“ESG”) considerations, and as a result AB InBev may face pressure from
its shareholders, regulators, suppliers, customers or consumers to further address ESG-related concerns, which may
require the company to incur increased costs and expose the company to regulatory inquiry or legal action. If AB InBev
fails to meet its 2025 Sustainability Goals or its ambition to achieve net zero emissions across its value chain by 2040 for
AB InBev's operations are subject to environmental regulations, which could expose it to significant compliance costs and
litigation relating to environmental issues.
Further, AB InBev may be exposed to labor strikes, disputes and work stoppages or slowdowns, within its operations or
those of its suppliers, or an interruption or shortage of raw materials for any other reason that could lead to a negative
impact on AB InBev’s costs, earnings, financial condition, production level and ability to operate its business. AB InBev’s
production may also be affected by work stoppages or slowdowns that affect its suppliers, distributors and retail
delivery/logistics providers as a result of disputes under existing collective labor agreements with labor unions, in
connection with negotiations of new collective labor agreements or as a result of financial distress for its suppliers. A work
stoppage or slowdown at AB InBev’s facilities could interrupt the transport of raw materials and commodities from its
suppliers or the transport of its products to its customers. Such disruptions could put a strain on AB InBev’s relationships
with suppliers and customers and may have lasting effects on its business even after the disputes with its labor force have
been resolved, including as a result of negative publicity.
AB InBev relies on information and operational technology systems, networks and services to support its business
processes and activities, including procurement and supply chain, manufacturing, sales, human resource management,
distribution and marketing, and relies on information systems, including through services operated or maintained by third
parties, to collect, process, transmit, and store electronic information, including, but not limited to, sensitive, confidential or
personal information of customers and consumers. The integration of e-commerce, fintech and direct sales in AB InBev’s
operations and their increasingly significant contribution to the company’s revenues and sales has increased the amount
of information that AB InBev processes and maintains, thereby increasing its potential exposure to a security incident.
Information systems of AB InBev’s third-party partners, including suppliers and distributors, are also exposed to
cybersecurity incidents which may compromise the confidentiality, integrity and availability of their information systems
and result in unauthorized access to AB InBev’s or its customer’s sensitive data. Although AB InBev takes various actions
to minimize the likelihood and impact of such cybersecurity incidents and disruptions to information systems, such incidents
could impact AB InBev’s business, impact its ability to meet its contractual obligations and expose it to legal claims or
regulatory penalties. For example, if outside parties gained access to AB InBev’s confidential data or strategic information
and appropriated such information or made such information public, this could harm AB InBev’s reputation or its competitive
advantage, or could expose AB InBev or its customers to a risk of loss or misuse of information. More generally, technology
disruptions can have a material adverse effect on AB InBev’s business, results of operations, cash flows or financial
condition.
AB InBev’s business and operating results could be negatively impacted by natural, social, technical, physical or other
disasters, including public health crises and global pandemics. AB InBev’s business and results of operations were
negatively impacted by the implementation of COVID-19 restrictions in recent years. While most countries around the world
have removed or reduced the restrictions implemented in response to the COVID-19 pandemic, the extent to which the
COVID-19 pandemic may continue to impact the company’s financial condition and operations depends on factors beyond
AB InBev’s control. The emergence of new variants may result in new restrictions in regions and countries where AB InBev
operates, lead to further economic uncertainty and heighten many of the other risks described herein.
AB InBev may not be able to recruit or retain key personnel and successfully manage them, which could disrupt AB InBev’s
business and have an unfavorable material effect on AB InBev’s financial position, its income from operations and its
competitive position.
Although AB InBev maintains insurance policies to cover various risks, it also uses self-insurance for most of its insurable
risks. Should an uninsured loss or a loss in excess of insured limits occur, this could adversely impact AB InBev’s business,
results of operations and financial condition.
AB InBev’s ordinary shares currently trade on Euronext Brussels in euros, the Johannesburg Stock Exchange in South
African rand, the Mexican Stock Exchange in Mexican pesos and its ordinary shares represented by American Depositary
Shares (the “ADSs”) trade on the New York Stock Exchange in U.S. dollars. Fluctuations in the exchange rates between
the euro, the South African rand, the Mexican peso and the U.S. dollar may result in temporary differences between the
Corporate governance
For information with respect to Corporate Governance, please refer to the Corporate Governance section, which forms an
integral part of our annual report.
We present to you our statutory auditor’s report in the context of our statutory audit of the consolidated financial statements of Anheuser-
Busch InBev NV/SA (the “Company”) and its subsidiaries (jointly “the Group”). This report includes our report on the consolidated financial
statements, as well as the other legal and regulatory requirements. This forms part of an integrated whole and is indivisible.
We have been appointed as statutory auditor by the general meeting d.d. 27 April 2022, following the proposal formulated by the board
of directors and following the recommendation by the audit committee and the proposal formulated by the works’ council. Our mandate
will expire on the date of the general meeting which will deliberate on the annual accounts for the year ended 31 December 2024. We
have performed the statutory audit of the consolidated financial statements of Anheuser-Busch InBev NV/SA for four consecutive years.
Unqualified opinion
We have performed the statutory audit of the Group’s consolidated financial statements, which comprise the consolidated statement of
financial position as at 31 December 2022, the consolidated income statement, the consolidated statement of comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and the notes to the
consolidated financial statements, including a summary of significant accounting policies and other explanatory information, and which is
characterized by a consolidated statement of financial position total of USD 212 943 million and a profit for the year of USD 7 597 million.
In our opinion, the consolidated financial statements give a true and fair view of the Group’s net equity and consolidated financial position
as at 31 December 2022, and of its consolidated financial performance and its consolidated cash flows for the year then ended, in
accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory
requirements applicable in Belgium.
We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Belgium. Furthermore, we have
applied the International Standards on Auditing as approved by the IAASB which are applicable to the year-end and which are not yet
approved at the national level. Our responsibilities under those standards are further described in the “Statutory auditor’s responsibilities
for the audit of the consolidated financial statements” section of our report. We have fulfilled our ethical responsibilities in accordance with
the ethical requirements that are relevant to our audit of the consolidated financial statements in Belgium, including the requirements
related to independence. We have obtained from the board of directors and Company officials the explanations and information necessary
for performing our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial
statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a
whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
As described in Notes 4, 14 and 15 to the consolidated financial statements, Addressing the matter involved performing procedures
the Company has recorded goodwill and intangible assets with indefinite and evaluating audit evidence in connection with forming
useful life for an amount of $ 113 010 million and $ 37 652 million, our overall opinion on the consolidated financial
respectively, as of 31 December, 2022. Impairment analyses of goodwill and statements. These procedures included testing the
indefinite-lived intangible assets are performed annually and whenever a effectiveness of controls relating to management’s
triggering event has occurred, in order to determine whether the carrying goodwill and indefinite-lived asset impairment testing,
value exceeds the recoverable amount. including controls over the valuation of the Company’s
cash-generating units.
Impairment tests are conducted by management, in accordance with IAS
36, in which management applies a discounted cash flow approach based These procedures also included, among others, testing
on current acquisition valuation models for its cash-generating units showing management’s process for developing the fair value
an invested capital to EBITDA multiple above 9x and valuation multiples for estimates; evaluating the appropriateness of the
its other cash-generating units. The Company uses a strategic plan based discounted cash flow model; testing the completeness,
on external sources in respect of macro-economic assumptions, industry, accuracy, and relevance of underlying data used in the
inflation and foreign exchange rates, past experience and identified models; and, with the assistance of professionals with
initiatives in terms of market share, revenue, variable and fixed cost, capital specialized skill and knowledge, evaluating the significant
expenditure and working capital assumptions. Management’s cash flow assumptions used by management, related to the
projections include significant judgment, estimates and assumptions, weighted average cost of capital and the terminal growth
related to the weighted average cost of capital and the terminal growth rate. rate.
The principal considerations for our determination that performing Evaluating management’s assumptions involved
procedures relating to the impairment of goodwill and intangible assets with evaluating whether the assumptions used by
indefinite useful life is a key audit matter are the following: (i) the high degree management were reasonable considering (i) the current
of auditor judgment and subjectivity in applying procedures relating to the and past performance of the cash-generating unit, (ii) the
valuation of the cash-generating units due to the significant amount of consistency with external market and industry data, (iii)
judgment by management when developing this estimate, (ii) the audit effort whether these assumptions were consistent with
involved the use of professionals with specialized skill and knowledge to evidence obtained in other areas of the audit and (iv)
assist in evaluating the audit evidence obtained from these procedures and analysis of sensitivities in the Company’s discounted cash
(iii) the significant audit effort necessary in evaluating the significant flow model.
assumptions relating to the estimate, related to the weighted average cost
of capital and the terminal growth rate.
Key Audit Matter How our audit addressed the key audit matter
As described in Notes 4 and 29 to the consolidated financial statements, Addressing the matter involved performing procedures
significant judgment by management is required in determining the and evaluating audit evidence in connection with forming
worldwide provision for income tax. There are some transactions and our overall opinion on the consolidated financial
calculations for which the ultimate tax determination is uncertain. Some statements. These procedures included testing the
subsidiaries within the group are involved in tax audits and local enquiries effectiveness of controls relating to completeness of the
usually in relation to prior years. Investigations and negotiations with local uncertain tax positions, as well as controls over
tax authorities are ongoing in various jurisdictions at the balance sheet date measurement of the liability.
and, by their nature, these can take considerable time to conclude. In
assessing the amount of any income tax provisions to be recognized in the These procedures also included, among others, (i) testing
consolidated financial statements, estimation is made of the expected the information used in the calculation of the income tax
successful settlement of these matters. provisions, including intercompany agreements,
international, federal, and state filing positions, and the
The principal considerations for our determination that performing related final tax returns; (ii) testing the calculation of the
procedures relating to uncertain tax positions is a key audit matter are the income tax provision by jurisdiction, including
following (i) the high degree of auditor judgment and subjectivity in applying management’s assessment of the technical merits of tax
procedures related to uncertain tax positions due to the significant amount positions and estimates of the amount of tax benefit
of judgment by management when developing this estimate, including a high expected to be sustained; (iii) testing the completeness of
degree of estimation uncertainty relative to the numerous and complex tax management’s assessment of both the identification of
laws, frequency of tax audits, and the considerable time to conclude uncertain tax positions and possible outcomes thereof;
investigations and negotiations with local tax authorities as a result of such and (iv) evaluating the status and results of income tax
audits, and (ii) the involvement of professionals with specialized skill and audits by the relevant tax authorities.
knowledge to assist in evaluating the audit evidence obtained from these
procedures. Professionals with specialized skill and knowledge were
used to assist in the evaluation of the completeness and
measurement of the Company’s uncertain tax positions,
including evaluating the reasonableness of
management’s assessment of the chance of loss related
to tax positions and the application of relevant tax laws.
The board of directors is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance
with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory requirements
applicable in Belgium, and for such internal control as the board of directors determines is necessary to enable the preparation of
consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the board of directors is responsible for assessing the Group’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
board of directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Statutory auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high
level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
In performing our audit, we comply with the legal, regulatory and normative framework applicable to the audit of the consolidated financial
statements in Belgium. A statutory audit does not provide any assurance as to the Group’s future viability nor as to the efficiency or
effectiveness of the board of directors’ current or future business management at Group level. Our responsibilities in respect of the use
of the going concern basis of accounting by the board of directors’ are described below.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit.
We also:
● Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control;
● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by the board of directors;
● Conclude on the appropriateness of the board of directors’ use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the
Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention
in our statutory auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our statutory auditor’s
report. However, future events or conditions may cause the Group to cease to continue as a going concern;
● Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and
whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair
presentation;
● Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the
Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and
performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with the audit committee regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the audit committee
with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the audit committee, we determine those matters that were of most significance in the audit of the
consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure about the matter.
The board of directors is responsible for the preparation and the content of the directors’ report on the consolidated financial statements.
Statutory auditor’s responsibilities
In the context of our engagement and in accordance with the Belgian standard which is complementary to the International Standards on
Auditing (ISAs) as applicable in Belgium, our responsibility is to verify, in all material respects, the directors’ report on the consolidated
financial statements and to report on these matters.
In our opinion, after having performed specific procedures in relation to the directors’ report on the consolidated financial statements, this
directors’ report is consistent with the consolidated financial statements for the year under audit, and it is prepared in accordance with
article 3:32 of the Companies’ and Associations’ Code.
In the context of our audit of the consolidated financial statements, we are also responsible for considering, in particular based on the
knowledge acquired resulting from the audit, whether the directors’ report on the consolidated financial statements is materially misstated
or contains information which is inadequately disclosed or otherwise misleading. In light of the procedures we have performed, there are
no material misstatements we have to report to you.
● Our registered audit firm and our network did not provide services which are incompatible with the statutory audit of the consolidated
financial statements, and our registered audit firm remained independent of the Group in the course of our mandate.
● The fees for additional services which are compatible with the statutory audit of the consolidated financial statements referred to in
article 3:65 of the Companies’ and Associations’ Code are correctly disclosed and itemized in the notes to the consolidated financial
statements.
We have also verified, in accordance with the draft standard on the verification of the compliance of the financial statements with the
European Uniform Electronic Format (hereinafter “ESEF”), the compliance of the ESEF format with the regulatory technical standards
established by the European Delegate Regulation No. 2019/815 of 17 December 2018 (hereinafter: “Delegated Regulation”).The board
of directors is responsible for the preparation, in accordance with ESEF requirements, of the consolidated financial statements in the form
of an electronic file in ESEF format (hereinafter “digital consolidated financial statements”) included in the annual financial report. Our
responsibility is to obtain sufficient appropriate evidence to conclude that the format and marking language of the digital consolidated
financial statements comply in all material respects with the ESEF requirements under the Delegated Regulation.
Based on the work we have performed, we believe that the format of and marking of information in the digital consolidated financial
statements included in the annual financial report of Anheuser-Busch InBev NV/SA per 31 December 2022 comply in all material respects
with the ESEF requirements under the Delegated Regulation.
Other statements
This report is consistent with the additional report to the audit committee referred to in article 11 of the Regulation (EU) N°537/2014.
Koen Hens
Statutory Auditor
The accompanying notes are an integral part of these consolidated financial statements. 1
2
1
Amended to conform to 2022 presentation.
2
Basic earnings per share and diluted earnings per share before non-underlying items and Underlying earnings per share are not defined metrics in IFRS.
Refer to Note 21 Changes in equity and earnings per share for more details.
The accompanying notes are an integral part of these consolidated financial statements.
ASSETS
Non-current assets
Property, plant and equipment 13 26 671 26 678
Goodwill 14 113 010 115 796
Intangible assets 15 40 209 40 430
Investment in associates 16 4 656 5 874
Investment securities 20 175 161
Deferred tax assets 17 2 300 1 969
Pensions and similar obligations 23 11 5
Income tax receivables 883 1 137
Derivatives 27 60 48
Trade and other receivables 19 1 782 1 580
Total non-current assets 189 757 193 678
Current assets
Investment securities 20 97 374
Inventories 18 6 612 5 399
Income tax receivables 813 381
Derivatives 27 331 621
Trade and other receivables 19 5 330 5 046
Cash and cash equivalents 20 9 973 12 097
Assets classified as held for sale 30 30
Total current assets 23 186 23 949
Non-current liabilities
Interest-bearing loans and borrowings 22 78 880 87 369
Pensions and similar obligations 23 1 534 2 261
Deferred tax liabilities 17 11 818 12 204
Income tax payables 610 726
Derivatives 27 184 100
Trade and other payables 26 859 1 008
Provisions 25 396 436
Total non-current liabilities 94 282 104 104
Current liabilities
Bank overdrafts 20 83 53
Interest-bearing loans and borrowings 22 1 029 1 408
Income tax payables 1 438 1 334
Derivatives 27 5 308 5 786
Trade and other payables 26 26 349 25 434
Provisions 25 176 169
Total current liabilities 34 383 34 184
The accompanying notes are an integral part of these consolidated financial statements.
Other Other
comprehensive comprehensive Non-
Issued Share Treasury Issued Share income
Treasury Retained incomecontrolling
Retained Total
Million US dollar Million US dollarNotes Capital premium Notes shares Capital
Reserves¹ premium reserves
shares earnings
Reserves¹ Total
reserves interest
earnings Equity Total
As per 1 January 2021 As per 1 January 2021 1 736 17 620 (4 911) 1 736
53 550 17 620 (30 841)
(4 911) 30 870 53 550 68 024
(30 841) 10 327 30 870 78 351 68 024
Profit of the period Profit of the period - - - - - - - - 4 670 - 4 670 - 1 444 4 670 6 114 4 670
Other comprehensive income/(loss)¹ Other comprehensive 21 income/(loss)¹ - - 21 - - - - (3 736) - - - (3 736)(3 736) (145) - (3 881) (3 736)
Total comprehensive income/(loss) Total comprehensive income/(loss) - - - - - - (3 736) - 4 670 - 934(3 736) 1 299 4 670 2 233 934
Dividends Dividends - - - - - - - - (1 139) - (1 139) - (1 112)(1 139) (2 251) (1 139)
Treasury shares Treasury shares - - 917 - - - - 917 (836) - 81 - - (836) 81 81
Share-based payments Share-based payments 24 - - 24 - - 451 - - - - 451 451 - 28 - 478 451
Hyperinflation monetary adjustments Hyperinflation monetary adjustments - - - - - - - - 231 - 231 - 143 231 374 231
Scope and other changes Scope and other changes - - - - - - - - 86 - 86 - (14) 86 73 86
As per 31 December 2021 As per 31 December 2021 1 736 17 620 (3 994) 1 736
54 001 17 620 (34 577)
(3 994) 33 882 54 001 68 669
(34 577) 10 671 33 882 79 340 68 669
XXX XXX
Attributable to equity holders of AB InBev
Attributable to equity holders of AB InBev
Other Other
comprehensive comprehensive Non-
Issued Share Treasury Issued Share income
Treasury Retained incomecontrolling
Retained Total
Million US dollar Million US dollarNotes Capital premium Notes shares Capital
Reserves premium reserves shares earnings
Reserves Total
reserves interest
earnings Equity Total
As per 1 January 2022 As per 1 January 2022 1 736 17 620 (3 994) 1 73654 001 17 620 (34 577)(3 994) 33 882 54 001 68 669(34 577) 10 671 33 882 79 340 68 669
Profit of the period Profit of the period - - - - - - - - 5 969 - 5 969 - 1 628 5 969 7 597 5 969
Other comprehensive income/(loss) Other comprehensive 21 income/(loss) - - 21 - - - - (976) - - - (976) (976) (339) - (1 315) (976)
Total comprehensive income/(loss) Total comprehensive income/(loss) - - - - - - (976) - 5 969 - 4 994 (976) 1 289 5 969 6 283 4 994
Dividends Dividends - - - - - - - - (1 198) - (1 198) - (1 355)
(1 198) (2 553) (1 198)
Treasury shares Treasury shares - - 289 - - - - 289 (193) - 95 - - (193) 95 95
Share-based payments Share-based payments 24 - - 24 - - 477 - - - - 477 477 - 20 - 497 477
Hyperinflation monetary adjustments Hyperinflation monetary adjustments - - - - - - - - 380 - 380 - 236 380 616 380
Scope and other changes Scope and other changes - - - - - - - - (18) - (18) - 19 (18) 1 (18)
As per 31 December 2022 As per 31 December 2022 1 736 17 620 (3 706) 1 73654 477 17 620 (35 553)(3 706) 38 823 54 477 73 398(35 553) 10 880 38 823 84 278 73 398
1 1
Amended to conform to 2022 presentation. Amended to conform to 2022 presentation.
AB InBev – Annual Report 2022 78 AB InBev – Annual Report 2022 78
Consolidated statement of cash flows
For the year ended 31 December
Million US dollar Notes 2022 2021¹
.
OPERATING ACTIVITIES
Profit of the period 7 597 6 114
Depreciation, amortization and impairment 10 5 078 5 052
Net finance cost/(income) 11 4 148 5 609
Equity-settled share-based payment expense 24 448 510
Income tax expense 12 1 928 2 350
Other non-cash items (102) (581)
Share of result of associates 16 844 (248)
Cash flow from operating activities before changes in working capital
19 941 18 806
and use of provisions
Decrease/(increase) in trade and other receivables (48) 164
Decrease/(increase) in inventories (1 547) (1 232)
Increase/(decrease) in trade and other payables 1 249 3 527
Pension contributions and use of provisions (351) (375)
Cash generated from operations 19 244 20 890
Interest paid (4 133) (3 987)
Interest received 611 200
Dividends received 158 106
Income tax paid (2 582) (2 410)
Cash flow from operating activities 13 298 14 799
.
INVESTING ACTIVITIES
Acquisition of property, plant and equipment and of intangible assets 13/15 (5 160) (5 640)
Proceeds from sale of property, plant and equipment and of intangible assets 322 142
Sale/(acquisition) of subsidiaries, net of cash disposed/ acquired of 6 (70) (444)
Proceeds from sale/(acquisition) of other assets 288 65
Cash flow from/(used in) investing activities (4 620) (5 878)
.
FINANCING ACTIVITIES
Sale/(purchase) of non-controlling interests 21 (20) -
Proceeds from borrowings 22 91 454
Payments on borrowings 22 (7 265) (8 965)
Cash net finance (cost)/income other than interests (374) (192)
Payment of lease liabilities (610) (531)
Dividends paid (2 442) (2 364)
Cash flow from/(used in) financing activities (10 620) (11 598)
The accompanying notes are an integral part of these consolidated financial statements.1
1
Amended to conform to 2022 presentation.
Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with secondary listings on
the Mexico (MEXBOL: ANB) and South Africa (JSE: ANH) stock exchanges and with American Depositary Receipts on the
New York Stock Exchange (NYSE: BUD). As a company, we dream big to create a future with more cheers. We are always
looking to serve up new ways to meet life’s moments, move our industry forward and make a meaningful impact in the world.
We are committed to building great brands that stand the test of time and to brewing the best beers using the finest natural
ingredients. Our diverse portfolio of well over 500 beer brands includes global brands Budweiser®, Corona® and Stella
Artois®; multi-country brands Beck’s®, Hoegaarden®, Leffe® and Michelob Ultra®; and local champions such as Aguila®,
Antarctica®, Bud Light®, Brahma®, Cass®, Castle®, Castle Lite®, Cristal®, Harbin®, Jupiler®, Modelo Especial®,
Quilmes®, Victoria®, Sedrin® and Skol®. Our brewing heritage dates back more than 600 years, spanning continents and
generations. From our European roots at the Den Hoorn brewery in Leuven, Belgium. To the pioneering spirit of the Anheuser
& Co brewery in St. Louis, US. To the creation of the Castle Brewery in South Africa during the Johannesburg gold rush. To
Bohemia, the first brewery in Brazil. Geographically diversified with a balanced exposure to developed and developing
markets, we leverage the collective strengths of approximately 167 000 employees based in nearly 50 countries worldwide.
For 2022, AB InBev’s reported revenue was 57.8 billion US dollar (excluding joint ventures and associates).
The consolidated financial statements of the company for the year ended 31 December 2022 comprise the company and its
subsidiaries (together referred to as “AB InBev” or the “company”) and the company’s interest in associates, joint ventures
and operations.
The consolidated financial statements were authorized for issue by the Board of Directors on 1 March 2023.
2. Statement of compliance
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards
as issued by the International Accounting Standard Board (IASB) and in conformity with International Financial Reporting
Standards as adopted by the European Union (collectively “IFRS”). AB InBev did not early apply any new IFRS requirements
that were not yet effective in 2022 and did not apply any European carve-outs from IFRS.
The accounting policies applied are consistent to all periods presented in these consolidated financial statements by the
company and its subsidiary.
Associates are undertakings in which AB InBev has significant influence over the financial and operating policies, but which
it does not control. This is generally evidenced by ownership of between 20% and 50% of the voting rights. A joint venture
is an arrangement in which AB InBev has joint control, whereby AB InBev has rights to the net assets of the arrangement,
Joint operations arise when AB InBev has rights to the assets and obligations to the liabilities of a joint arrangement. AB
InBev accounts for its share of the assets, liabilities, revenues and expenses as from the moment joint operation commences
until the date that joint operation ceases.
The financial statements of the company’s subsidiaries, joint ventures, joint operations and associates are prepared for the
same reporting year as the parent company, using consistent accounting policies. In exceptional cases when the financial
statements of a subsidiary, joint venture, joint operation or associate are prepared as of a different date from that of AB
InBev, adjustments are made for the effects of significant transactions or events that occur between that date and the date
of AB InBev's financial statements. In such cases, the difference between the end of the reporting period of these
subsidiaries, joint ventures, joint operations or associates from AB InBev's reporting period is no more than three months.
Results from the company’s associates Anadolu Efes and Castel are reported on a three-month lag. Therefore, estimates
are made to reflect AB InBev’s share in the result of these associates for the last quarter. Such estimates are revisited when
required.
Transactions with non-controlling interests are treated as transactions with equity owners of the company. For purchases
from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying
value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also
recorded in equity where there is no loss of control.
All intercompany transactions, balances and unrealized gains and losses on transactions between group companies have
been eliminated. Unrealized gains arising from transactions with joint ventures, joint operations and associates are eliminated
to the extent of AB InBev’s interest in the entity. Unrealized losses are eliminated in the same way as unrealized gains, but
only to the extent that there is no evidence of impairment.
A listing of the company’s most important subsidiaries, joint ventures, joint operations and associates is set out in Note 33
AB InBev companies.
Under IAS 29, non-monetary assets and liabilities stated at historical cost, equity and income statements of subsidiaries
operating in hyperinflationary economies are restated for changes in the general purchasing power of the local currency,
applying a general price index. These re-measured accounts are used for conversion into US dollar at the period closing
exchange rate. As a result, the statement of financial position and net results of subsidiaries operating in hyperinflation
economies are stated in terms of the measuring unit current at the end of the reporting period.
The 2022 results, restated for purchasing power, were translated at the December 2022 closing rate of 177.131872
Argentinean pesos per US dollar (2021 results - at 102.749214 Argentinean pesos per US dollar).
Exchange rates
The most important exchange rates that have been used in preparing the financial statements are:
Closing rate Average rate
1 US dollar equals: 31 December 2022 31 December 2021 31 December 2022 31 December 2021
Expenditure on development activities, whereby research findings are applied to a plan or design for the production of new
or substantially improved products and processes, is capitalized if the product or process is technically and commercially
feasible, future economic benefits are probable, and the company has sufficient resources to complete development. The
expenditure capitalized includes the cost of materials, direct labor and an appropriate proportion of overheads. Other
development expenditure is recognized in the income statement as an expense as incurred. Capitalized development
expenditure is stated at cost less accumulated amortization (see below) and impairment losses (refer to accounting policy
N).
Amortization related to research and development intangible assets is included within the cost of sales if production related
and in sales and marketing if related to commercial activities.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are capitalized as part
of the cost of such assets.
Brands
If part of the consideration paid in a business combination relates to trademarks, trade names, formulas, recipes or
technological expertise these intangible assets are considered as a group of complementary assets that is referred to as a
brand for which one fair value is determined. Expenditure on internally generated brands is expensed as incurred.
Subsequent expenditure
Subsequent expenditure on capitalized intangible assets is capitalized only when it increases the future economic benefits
embodied in the specific asset to which it relates. All other expenditures are expensed as incurred.
Amortization
Intangible assets with a finite life are amortized using the straight-line method over their estimated useful lives. Licenses,
brewing, supply and distribution rights are amortized over the period in which the rights exist. Brands are considered to have
an indefinite life unless plans exist to discontinue the brand. Discontinuance of a brand can be either through sale or
termination of marketing support. When AB InBev purchases distribution rights for its own products the life of these rights is
considered indefinite, unless the company have a plan to discontinue the related brand or distribution. Software and
capitalized development costs related to technology are amortized generally over 3 to 5 years.
Brands are deemed intangible assets with indefinite useful lives and, therefore, are not amortized but tested for impairment
on an annual basis (refer to accounting policy N).
(H) GOODWILL
Goodwill is determined as the excess of the consideration paid over AB InBev’s interest in the net fair value of the identifiable
assets, liabilities and contingent liabilities of the acquired subsidiary, jointly controlled entity or associate recognized at the
date of acquisition. All business combinations are accounted for by applying the purchase method.
In conformity with IFRS 3 Business Combinations, goodwill is stated at cost and not amortized but tested for impairment on
an annual basis and whenever there is an indicator that the cash generating unit to which goodwill has been allocated, may
be impaired (refer to accounting policy N). Goodwill is expressed in the currency of the subsidiary to which it relates and is
translated to US dollar using the year-end exchange rate. In respect of associates, the carrying amount of goodwill is included
in the carrying amount of the investment in the associate.
Subsequent expenditure
The company recognizes in the carrying amount of an item of property, plant and equipment the cost of replacing part of
such an item when that cost is incurred if it is probable that the future economic benefits embodied with the item will flow to
the company and the cost of the item can be measured reliably. All other costs are expensed as incurred.
Depreciation
The depreciable amount is the cost of an asset less its residual value. Residual values, if not insignificant, are reassessed
annually. Depreciation is calculated from the date the asset is available for use, using the straight-line method over the
estimated useful lives of the assets.
The estimated useful lives are defined in terms of the asset’s expected utility to the company and can vary from one
geographical area to another. On average the estimated useful lives are as follows:
Industrial buildings – other real estate properties 20 - 50 years
Production plant and equipment:
Production equipment 10 - 15 years
Storage, packaging and handling equipment 5 - 7 years
Returnable packaging:
Kegs 2 - 10 years
Crates 2 - 10 years
Bottles 2 - 5 years
Point of sale furniture and equipment 5 years
Vehicles 5 years
Information processing equipment 3 - 10 years
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items
of property, plant and equipment.
Land is not depreciated as it is deemed to have an indefinite life.
(J) LEASES
(K) INVENTORIES
Inventories are valued at the lower of cost and net realizable value. Cost includes expenditure incurred in acquiring the
inventories and bringing them to their existing location and condition. The weighted average method is used in assigning the
cost of inventories.
The cost of finished products and work in progress comprises raw materials, other production materials, direct labor, other
direct cost and an allocation of fixed and variable overhead based on normal operating capacity. Net realizable value is the
estimated selling price in the ordinary course of business, less the estimated completion and selling costs.
Inventories are written down on a case-by-case basis if the anticipated net realizable value declines below the carrying
amount of the inventories. The calculation of the net realizable value takes into consideration specific characteristics of each
inventory category, such as expiration date, remaining shelf life, slow-moving indicators, amongst others.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. When measuring fair value, AB InBev uses observable market data as far as
possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation
techniques as follows:
• Level 1: inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
• Level 2: inputs are observable either directly (i.e., as prices) or indirectly (i.e., derived from prices).
• Level 3: fair value measurements incorporate significant inputs that are based on unobservable market data.
If the inputs used to measure the fair value of an asset or liability fall into different levels of the fair value hierarchy, then the
fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that
is significant to the entire measurement.
The company applies fair value measurement to the instruments listed below.
Derivatives
The fair value of exchange traded derivatives (e.g., exchange traded foreign currency futures) is determined by reference to
the official prices published by the respective exchanges (e.g., the New York Board of Trade). The fair value of over-the-
counter derivatives is determined by commonly used valuation techniques.
Debt securities
This category includes both debt securities designated at FVOCI and FVPL. The fair value is measured using observable
inputs such as interest rates and foreign exchange rates. When it pertains to instruments that are publicly traded, the fair
value is determined by reference to observable quotes. In circumstances where debt securities are not publicly traded, the
main valuation technique is the discounted cash flow. The company may apply other valuation techniques or combination of
valuation techniques if the fair value results are more relevant.
Dividends
Dividends paid are recognized in the consolidated financial statements on the date that the dividends are declared unless
minimum statutory dividends are required by local legislation or the bylaws of the company’s subsidiaries. In such instances,
statutory minimum dividends are recognized as a liability.
(Q) PROVISIONS
Provisions are recognized when (i) the company has a present legal or constructive obligation as a result of past events, (ii)
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and (iii) a
reliable estimate of the amount of the obligation can be made. Provisions are determined by discounting the expected future
cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the
risks specific to the liability.
Restructuring
A provision for restructuring is recognized when the company has approved a detailed and formal restructuring plan, and
the restructuring has either commenced or has been announced publicly. Costs relating to the ongoing activities of the
company are not provided for. The provision includes the benefit commitments in connection with early retirement and
redundancy schemes.
Onerous contracts
A provision for onerous contracts is recognized when the expected benefits to be derived by the company from a contract
are lower than the unavoidable cost of meeting its obligations under the contract. Such provision is measured at the present
value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract.
Post-employment benefits
Post-employment benefits include pensions, post-employment life insurance and post-employment medical benefits. The
company operates a number of defined benefit and defined contribution plans throughout the world, the assets of which are
generally held in separate trustee-managed funds. The pension plans are generally funded by payments from employees
Termination benefits
Termination benefits are recognized as an expense at the earlier when the company is demonstrably committed, without
realistic possibility of withdrawal, to a formal detailed plan to terminate employment before the normal retirement date and
when the company recognizes costs for a restructuring.
Bonuses
Bonuses received by company employees and management are based on pre-defined company and individual target
achievement. The estimated amount of the bonus is recognized as an expense in the period the bonus is earned.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets,
and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different taxable entities
which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities
simultaneously.
The company recognizes deferred tax assets, including assets arising from losses carried forward, to the extent that future
probable taxable profit will be available against which the deferred tax asset can be utilized. A deferred tax asset is reduced
to the extent that it is no longer probable that the related tax benefit will be realized.
The company presents income tax provisions in income tax liabilities. Assets and liabilities for uncertain tax treatments are
presented as current tax assets/liabilities or deferred tax assets/liabilities.
Goods sold
Revenue is measured based on the consideration to which the company expects to be entitled in a contract with a customer
and excludes amounts collected on behalf of third parties. The company recognizes revenue when performance obligations
are satisfied, meaning when the company transfers control of a product to a customer.
Specifically, revenue recognition follows the following five-step approach:
Government grants
A government grant is recognized in the statement of financial position initially as deferred income when there is reasonable
assurance that it will be received and that the company will comply with the conditions attached to it. Grants that compensate
the company for expenses incurred are recognized as other operating income on a systematic basis in the same periods in
which the expenses are incurred. Grants that compensate the company for the acquisition of an asset are presented by
deducting them from the acquisition cost of the related asset.
Finance income
Finance income comprises interest received or receivable on funds invested, dividend income, foreign exchange gains,
losses on currency hedging instruments offsetting currency gains, gains on hedging instruments that are not part of a hedge
accounting relationship, gains on financial assets measured at FVPL as well as any gains from hedge ineffectiveness (refer
to accounting policy Y).
Interest income is recognized as it accrues (taking into account the effective yield on the asset) unless collectability is in
doubt.
Dividend income
Dividend income is recognized in the income statement on the date that the dividend is declared.
(X) EXPENSES
Finance costs
Finance costs comprise interest payable on borrowings, calculated using the effective interest rate method, foreign exchange
losses, gains on currency hedging instruments offsetting currency losses, results on interest rate hedging instruments, losses
on hedging instruments that are not part of a hedge accounting relationship, losses on financial assets classified as trading,
impairment losses on financial assets as well as any losses from hedge ineffectiveness (refer to accounting policy Y).
All interest costs incurred in connection with borrowings or financial transactions are expensed as incurred as part of finance
costs. Any difference between the initial amount and the maturity amount of interest-bearing loans and borrowings, such as
transaction costs and fair value adjustments, are recognized in the income statement (in accretion expense) over the
expected life of the instrument on an effective interest rate basis (refer to accounting policy T). The interest expense
component of lease payments is also recognized in the income statement (in accretion expense) using the effective interest
rate method.
Research and development, advertising and promotional costs and systems development costs
Research, advertising and promotional costs are expensed in the year in which these costs are incurred. Development costs
and systems development costs are expensed in the year in which these costs are incurred if they do not meet the criteria
for capitalization (refer to accounting policy F).
• Debt instruments at amortized cost: comprise investments in debt securities where the contractual cash flows are
solely payments of principal and interest and the company’s business model is to collect contractual cash flows.
Interest income, foreign exchange gains and losses and any impairment charges for such instruments are
recognized in profit or loss.
• Debt instruments at FVOCI with gains or losses recycled to profit or loss on derecognition: comprise investments
in debt securities where the contractual cash flows are solely payments of principal and interest and the company’s
business model is achieved by both collecting contractual cash flows and selling financial assets. Interest income,
foreign exchange gains and losses and any impairment charges on such instruments are recognized in profit or
loss. All other fair value gains and losses are recognized in other comprehensive income. On disposal of these debt
securities, any related balance within FVOCI reserve is reclassified to profit or loss.
• Equity instruments designated at FVOCI, with no recycling of gains or losses to profit or loss on derecognition:
these instruments are undertakings in which the company does not have significant influence or control and is
generally evidenced by ownership of less than 20% of the voting rights. The company designates these investments
on an instrument-by-instrument basis as equity securities at FVOCI because they represent investments held for
long term strategic purposes. Investments in unquoted companies are subsequently measured at cost, when
appropriate. These investments are non-monetary items and gains or losses presented in the other comprehensive
income include any related foreign exchange component. Dividends received are recognized in the profit or loss.
These investments are not subject to impairment testing and upon disposal, the cumulative gain or loss
accumulated in other comprehensive income are not reclassified to profit or loss.
• Financial assets and liabilities at FVPL: comprise derivative instruments and equity instruments which were not
designated as FVOCI. This category also includes debt instruments which do not meet the cash flow or the business
model tests.
Hedge accounting
The company designates certain derivatives as hedging instruments to hedge the variability in cash flows associated with
highly probable forecast transactions arising from changes in foreign exchange rates, interest rates and commodity prices.
To hedge changes in the fair value of recognized assets, liabilities and firm commitments, the company designates certain
derivatives as part of fair value hedge. The company also designates certain derivatives and non-derivative financial liabilities
as hedges of foreign exchange risk on a net investment in a foreign operation.
At the inception of the hedging relationships, the company documents the risk management objective and strategy for
undertaking the hedge. Hedge effectiveness is measured at the inception of the hedge relationship and through periodic
prospective effectiveness assessments to ensure that an economic relationship exists between hedged item and hedging
instrument.
For the different type of hedges in place, the company generally enters into hedge relationships where the critical terms of
the hedging instrument match exactly the terms of the hedged item. Therefore, the hedge ratio is typically 1:1. The company
performs a qualitative assessment of effectiveness. In circumstances where the terms of the hedged item no longer exactly
match the critical terms of the hedging instrument, the company uses a hypothetical derivative method to assess
effectiveness. Possible sources of ineffectiveness are changes in the timing of the forecasted transaction, changes in the
quantity of the hedged item or changes in the credit risk of either parties to the derivative contract.
When the hedged forecasted transaction or firm commitment subsequently results in the recognition of a non-financial item,
the amount accumulated in the hedging reserves is included directly in the initial carrying amount of the non-financial item
when it is recognized.
For all other hedged transactions, the amount accumulated in the hedging reserves is reclassified to profit or loss in the
same period during which the hedged item affects profit or loss (e.g., when the variable interest expense is recognized).
When a hedging instrument or hedge relationship is terminated but the hedged transaction is still expected to occur, the
cumulative gain or loss (at that point) remains in equity and is reclassified to profit or loss when the hedged transaction
occurs. If the hedged transaction is no longer expected to occur, the cumulative gain or loss recognized in other
comprehensive income is reclassified to profit or loss immediately.
Any ineffectiveness is recognized immediately in profit or loss.
Offsetting
Financial assets and financial liabilities are offset, and the net amount presented in the statement of financial position when,
and only when, the company has a currently legally enforceable right to set off the amounts and it intends either to settle
them on a net basis or to realize the asset and settle the liability simultaneously.
Derecognition
A financial asset is primarily derecognized (i.e., removed from the Group’s consolidated statement of financial position) when
the rights to receive cash flows from the asset have expired or the Group has transferred its rights to receive cash flows from
the asset. A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires.
The aggregation criteria applied are based on similarities in the economic indicators (e.g., margins) that have been assessed
in determining that the aggregated operating segments share similar economic characteristics, as prescribed in IFRS 8.
Furthermore, management assessed additional factors such as management’s views on the optimal number of reporting
segments, AB InBev historical geographies, peer comparison (e.g., Asia Pacific and EMEA being a commonly reported
AB InBev classifies a non-current asset (or disposal group) as held for sale if its carrying amount will be recovered principally
through a sale transaction rather than through continuing use if all of the conditions of IFRS 5 are met. A disposal group is
defined as a group of assets to be disposed of, by sale or otherwise, together as a group in a single transaction, and liabilities
directly associated with those assets that will be transferred. Immediately before classification as held for sale, the company
measures the carrying amount of the asset (or all the assets and liabilities in the disposal group) in accordance with
applicable IFRS. Then, on initial classification as held for sale, non-current assets and disposal groups are recognized at the
lower of carrying amount and fair value less costs to sell. Impairment losses on initial classification as held for sale are
included in profit or loss. The same applies to gains and losses on subsequent re-measurement. Non-current assets
classified as held for sale are no longer depreciated or amortized.
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and
assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The
estimates and associated assumptions are based on historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of
assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognized in the period in which the estimate is revised if the revision affects only that period or, if the revision affects both
current and future periods, in the period of the revision and future periods.
Although each of its significant accounting policies reflects judgments, assessments or estimates, AB InBev believes that
the following accounting policies reflect the most critical judgments, estimates and assumptions that are important to its
business operations and understanding results: business combinations, intangible assets, goodwill, impairment, provisions,
share-based payments, employee benefits and accounting for current and deferred tax.
The fair values of acquired identifiable intangibles are based on an assessment of future cash flows. Impairment analyses
of goodwill and indefinite-lived intangible assets are performed annually and whenever a triggering event has occurred, in
order to determine whether the carrying value exceeds the recoverable amount. These calculations are based on estimates
of future cash flows.
The company uses its judgment to select a variety of methods including the discounted cash flow method and option
valuation models and makes assumptions about the fair value of financial instruments that are mainly based on market
conditions existing at each reporting date.
Actuarial assumptions are established to anticipate future events and are used in calculating pension and other long-term
employee benefit expenses and liabilities. These factors include assumptions with respect to interest rates, rates of increase
in health care costs, rates of future compensation increases, turnover rates, and life expectancy.
The company is subject to income tax in numerous jurisdictions. Significant judgment is required to determine the worldwide
provision for income tax. There are some transactions and calculations for which the ultimate tax determination is uncertain.
Some subsidiaries within the group are involved in tax audits and local enquiries usually in relation to prior years.
Investigations and negotiations with local tax authorities are ongoing in various jurisdictions at the reporting date and, by
their nature, these can take considerable time to conclude. In assessing the amount of any income tax provisions to be
recognized in the financial statements, estimates are made of the expected successful settlement of these matters. Estimates
of interest and penalties on tax liabilities are also recorded. Where the final outcome of these matters is different from the
amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities
in the period that such determination is made.
Judgments made by management in the application of IFRS that have a significant effect on the financial statements and
estimates with a significant risk of material adjustment in the following year are further discussed in the relevant notes
hereafter.
In preparing these consolidated financial statements, the significant judgments made by management in applying the
company’s accounting policies and the key sources of uncertainty relate mainly to accounting for the impact of the conflict
between Russia and Ukraine on the company’s results as discussed below.
CONFLICT BETWEEN RUSSIA AND UKRAINE
Management considered the impact of the conflict between Russia and Ukraine on the basis of preparation of these
consolidated financial statements. On 11 March 2022, the company announced that it is forfeiting all financial benefits from
the operations of AB InBev Efes, an associate which does business in Russia and Ukraine, in which it holds a 50% non-
controlling stake and which the company does not consolidate. On 22 April 2022, the company announced its decision to
sell its non-controlling interest in AB InBev Efes and is in active discussions with its partner, Turkish Brewer Anadolu Efes,
to acquire this interest. AB InBev’s request regarding the suspension of the license for production and sale of Bud in Russia
will also be part of a potential transaction. During the year ended 31 December 2022, the company derecognized its
investment in AB InBev Efes and reported a (1 143)m US dollar non-cash impairment charge in non-underlying share of
results of associates. (Refer to Note 8 Non-underlying items and Note 16 Investments in associates). As of 31 December
2022, the investment has been classified as non-current asset held for sale.
For the
For the year ended 31 December 2022, net year ended
revenue from31the
December 2022, net
beer business revenuetofrom
amounted the beer
51 544m US business amounted
dollar (2021: 49 333m to 51
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drinks
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dollar (2021: 4 971m for
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Additionally, 4 971m
for 2022, netUS
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Additionally, for 2022, net revenue
business from the
in the United company’s
States business
amounted to 14 in the United St
580m
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anddollar
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(2021: 14 the US
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in Brazil the company’s
amounted business
to 8 256m in Brazil
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256m US dollar (2021: 6 500m US dollar).
On the same basis, net revenue from Onexternal
the same basis, net
customers revenue from
attributable to ABexternal
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assets
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located in the country of domicile represented country
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2 457m US2dollar).
533m US dollar (2021: 2 457m US dollar).
The company undertook a series of acquisitions and disposals and/or settled payments related to prior year acquisitions
during the year ended 31 December 2022 and 31 December 2021, with no significant impact in the consolidated financial
statements.
In 2022, Ambev, a subsidiary of AB InBev, recognized 201m US dollar income (2021: 226m US dollar) in Other operating
income related to tax credits. Additionally, in 2022 Ambev recognized 168m US dollar (2021: 118m US dollar) of interest
income on tax credits in Finance income (refer to Note 11 Finance cost and income).
The income from government grants primarily relate to fiscal incentives given by certain Brazilian states and Chinese
provinces, based on the company’s operations and developments in those regions.
8. Non-underlying items
IAS 1 Presentation of financial statements requires that material items of income and expense be disclosed separately.
Non-underlying items are items that in management’s judgment need to be disclosed by virtue of their size or incidence so
that a user can obtain a proper understanding of the company´s financial information. The company considers these items
to be significant and accordingly, management has excluded them from their segment measure of performance in Note 5
Segment Reporting.
The non-underlying items included in the income statement are as follows:
For the year ended 31 December
Million US dollar 2022 2021
COVID-19 costs amount to (18)m US dollar for the year ended 31 December 2022 (2021: (105)m US dollar). These
expenses mainly comprise costs related to personal protection equipment for the company’s employees and other costs
incurred as a direct consequence of the COVID-19 pandemic.
The non-underlying restructuring charges for 2022 total (110)m US dollar (2021: (172)m US dollar). These charges
primarily relate to organizational alignments. These changes aim to eliminate overlapping organizations or duplicated
processes, taking into account the matching of employee profiles with new organizational requirements. These one-time
expenses provide the company with a lower cost base and bring a stronger focus to AB InBev’s core activities, quicker
decision-making and improvements to efficiency, service and quality.
Business and asset disposals (including impairment losses) amount to (71)m US dollar for 2022 mainly comprising
impairment of intangible assets and other non-core assets sold in the period. Business and asset disposals (including
impairment losses) amounted to (247)m US dollar for 2021, mainly comprising (258)m US dollar of non-cash impairment
charge associated with Bedford Systems, a joint venture with Keurig Dr. Pepper, following the announcement of the
Non-controlling interest on the non-underlying items amounts to 13m US dollar for 2022 (2021: 20m US dollar).
Depreciation, amortization and impairment charges are included in the following line items of the 2022 consolidated income
statement:
Depreciation and Impairment of
impairment of Amortization and Depreciation and goodwill, tangible
property, plant impairment of impairment of and intangible
Million US dollar and equipment intangible assets right-of-use asset assets
2022 2021¹
Finance Finance Finance Finance
Million US dollar cost income Net cost income Net
Net finance costs, excluding non-underlying items, were 4 646m US dollar in 2022 compared to 4 803m US dollar in 2021.
The decrease was predominantly due to a mark-to-market gain on derivatives related to the hedging of share-based
payment programs of 331m US dollar in 2022, compared to a loss of 23m US dollar in 2021, resulting in a change of 354m
US dollar.
In 2022, accretion expense includes interest on lease liabilities of 130m US dollar (2021: 123m US dollar), unwind of
discounts of 499m US dollar on payables (2021: 349m US dollar), bond fees of 64m US dollar (2021: 67m US dollar) and
interest on provisions of 89m US dollar (2021: 54m US dollar).
Interest expense is presented net of the effect of interest rate derivative instruments hedging AB InBev’s interest rate risk
– see also Note 27 Risks arising from financial instruments.
In 2022, Ambev, a subsidiary of AB InBev, recognized 201m US dollar income in Other operating income (refer to Note 7
Other operating income/(expenses)) related to tax credits (2021: 226m US dollar). Additionally, in 2022, Ambev recognized
168m US dollar interest income on Brazilian tax credits in Finance income (2021: 118m US dollar).
1
Amended to conform to 2022 presentation.
• 274m US dollar gain resulting from mark-to-market adjustments on derivative instruments entered into to hedge
the shares issued in relation to the combination with Grupo Modelo and SAB (2021: (25)m US dollar loss);
• 246m US dollar gain resulting from the redemption of certain bonds (2021:(741)m US dollar loss);
• (22)m US dollar loss related to the remeasurement of deferred considerations on prior year acquisitions (2021:
(19)m US dollar loss);
• In 2021, (22)m US dollar loss from impairment of receivables against Delta Corporation Ltd (Delta), a Zimbabwean
associate, as a result of hyperinflation.
The interest income stems from the following financial assets:
Million US dollar 2022 2021
The interest income on other loans and receivables includes the interest accrued on cash deposited as guarantees for
certain legal proceedings pending their resolution. No interest income was recognized on impaired financial assets.
1
Amended to conform to 2022 presentation.
The total income tax expense for 2022 amounts to 1 928m US dollar compared to 2 350m US dollar for 2021. The effective
tax rate is 18.6% for 2022 compared to 28.6% for 2021.
The 2022 effective tax rate is positively impacted by non-taxable gains from derivatives related to hedging of share-based
payment programs and hedging of the shares issued in a transaction related to the combination with Grupo Modelo and
SAB, while the 2021 effective tax rate was negatively impacted by non-deductible losses from these derivatives. In addition,
the 2022 effective tax rate was positively impacted by higher distribution of interest on shareholders’ equity from Brazil and
lower non-deductible costs. The 2022 effective tax rate includes 350m US dollar benefit from a reorganization which
resulted in the utilization of current year and carry forward interests for which no deferred tax asset was recognized (refer
to Note 8 Non-underlying items).
The company benefits from tax exempted income and tax credits which are expected to continue in the future. The
company does not have significant benefits coming from low tax rates in any particular jurisdiction.
The normalized effective tax rate for 2022 is 23.0% (2021: 28.0%). The normalized effective tax rate excluding mark-to-
market gains or losses on derivatives related to the hedging of share-based payment programs for 2022 is 23.8% (2021:
27.9%).
Normalized effective tax rate is the effective tax rate adjusted for non-underlying items. Normalized effective tax rate is not
an accounting measure under IFRS accounting and should not be considered as an alternative to the effective tax rate.
Normalized effective tax rate method does not have a standard calculation method and AB InBev’s definition of normalized
tax rate may not be comparable to other companies.
1
Amended to conform to 2022 presentation.
Property, plant and equipment comprises owned and leased assets, as follows:
Acquisition cost
Balance at end of previous year 12 374 35 906 2 462 50 742 48 993
Effect of movements in foreign exchange (208) (729) (46) (983) (1 616)
Acquisitions 27 1 340 2 912 4 279 4 739
Acquisitions through business combinations - - - - 2
Disposals through sale and derecognition (154) (1 667) (1) (1 822) (1 301)
Disposals through the sale of subsidiaries (1) (12) - (13) (51)
Transfer (to)/from other asset categories
554 2 634 (3 122) 66 (23)
and other movements¹
Balance at end of the period 12 591 37 473 2 205 52 269 50 742
Carrying amount
at 31 December 2021 8 082 13 915 2 462 24 459 24 459
at 31 December 2022 8 007 14 033 2 205 24 245 -
1
As at 2022 and 2021 there were no significant restrictions on title on property, plant and equipment.
Contractual commitments to purchase property, plant and equipment amounted to 538m US dollar as at 31 December
2022 compared to 449m US dollar as at 31 December 2021.
AB InBev’s net capital expenditures in the statement of cash flow amounted to 4 838m US dollar in 2022 compared to
5 498m US dollar for the same period last year. Out of the total 2022 capital expenditures approximately 36% was used to
improve the company’s production facilities while 45% was used for logistics and commercial investments and 20% for
improving administrative capabilities and for the purchase of hardware and software.
1
The transfer (to)/from other asset categories and other movements relates mainly to transfers from assets under construction to their respective asset
categories, to contributions of assets to pension plans, to the separate presentation in the statement of financial position of property, plant and equipment
held for sale in accordance with IFRS 5 Non-current assets held for sale and discontinued operations and to the restatement of non-monetary assets under
hyperinflation accounting in line with IAS 29 Financial reporting in hyperinflationary economies.
2021
Machinery,
equipment and
Million US dollar Land and buildings other Total
Additions to right-of-use assets in 2022 were 885m US dollar (2021: 674m US dollar).
Following the sale of Dutch and Belgian pub real estate to Cofinimmo in October 2007, AB InBev entered into lease
agreements with a term of 27 years. Furthermore, the company leases a number of warehouses, trucks, factory facilities
and other commercial buildings, which typically run for a period of five to ten years. Lease payments are increased annually
to reflect market rentals, if applicable. None of the leases include contingent rentals.
The company leases out pub real estate for an average outstanding period of 6 to 8 years and part of its own property
under operating leases. In 2022, 108m US dollar was recognized as income in the income statement in respect of
subleasing of right-of-use assets (2021: 112m US dollar). As at 31 December 2022, the undiscounted lease payments of
the non-cancelable lease payments are expected to be received as follows: 92m US dollar in the next 12 months, 253m
US dollar in the years 2 through 5 and 53m US dollar after 5 years.
The expense related to short-term and low-value leases and variable lease payments that are not included in the
measurement of the lease liabilities is not significant.
14. Goodwill
Million US dollar 31 December 2022 31 December 2021
Acquisition cost
Balance at end of previous year 118 461 123 702
Effect of movements in foreign exchange (3 147) (5 456)
Disposals through the sale of subsidiaries (32) -
Transfers (to)/from other asset categories (68) 18
Hyperinflation monetary adjustments 328 196
Balance at end of the period 115 541 118 461
Impairment losses
Balance at end of previous year (2 665) (2 731)
Effect of movements in foreign exchange 134 66
Balance at end of the period (2 531) (2 665)
Carrying amount
Balance at end of the period 113 010 115 796
Goodwill, which accounted for approximately 53% of AB InBev total assets as at 31 December 2022, is tested for
impairment at the cash-generating unit level (that is one level below the operating segments). The cash-generating unit
level is the lowest level at which goodwill is monitored for internal management purposes. Except in cases where the initial
allocation of goodwill has not been concluded by the end of the initial reporting period following the business combination,
goodwill is allocated as from the acquisition date to each of AB InBev’s cash-generating units that are expected to benefit
from the synergies of the combination whenever a business combination occurs.
• Cash flows are based on AB InBev’s 1-year and 10-year plan as approved by key management. The plan is
prepared per cash-generating unit and is based on external sources in respect of macro-economic assumptions,
industry, inflation and foreign exchange rates, past experience and identified initiatives in terms of market share,
revenue, variable and fixed cost, capital expenditure and working capital assumptions;
• Cash flows after the first 10-year plan are extrapolated generally using expected annual long-term GDP growth
rates, based on external sources, in order to calculate the terminal value, considering sensitivities on this metric;
• Projections are discounted at the unit's weighted average cost of capital (WACC), considering sensitivities on this
metric;
• Cost to sell is assumed to reach 2% of the entity value based on historical precedents.
For the main cash generating units, the terminal growth rate applied generally ranged between 2% and 6%.
Colombia 8% 6%
Rest of Middle Americas 9% 10%
South Africa 9% 8%
Rest of Africa 15% 10%
Rest of Asia Pacific 7% 6%
Acquisition cost
Balance at end of previous year 38 409 2 832 3 437 337 45 015 45 885
Effect of movements in foreign exchange (568) (22) (114) (47) (751) (1 289)
Acquisitions and expenditures 11 221 497 249 978 760
Disposals through sale and derecognition (93) (1 058) (272) (15) (1 437) (98)
Disposals through the sale of subsidiaries - - - - - (3)
Transfer (to)/from other asset categories
(19) 53 502 (171) 365 (240)
and other movements¹1
Balance at end of period 37 741 2 026 4 050 354 44 170 45 015
Carrying value
at 31 December 2021 38 320 750 1 056 304 40 430 40 430
at 31 December 2022 37 652 779 1 473 305 40 209
In 2022, the company recognized (4)m US dollar impairment on intangibles compared to (176)m US dollar in 2021 when
the company recognized an impairment following the cessation of the activities of Bedford Systems, a 70%-owned
subsidiary of the company and joint venture with Keurig Dr. Pepper. Please refer to Note 8 Non-underlying items.
AB InBev is the owner of some of the world’s most valuable brands in the beer industry. As a result, brands and certain
distribution rights are expected to generate positive cash flows for as long as the company owns the brands and distribution
1
The transfer (to)/from other asset categories and other movements mainly relates to transfers from assets under construction to their respective asset
categories, to the separate presentation in the statement of financial position of intangible assets held for sale in accordance with IFRS 5 Non-current assets
held for sale and discontinued operations and to the restatement of non-monetary assets under hyperinflation accounting in line with IAS 29 Financial reporting
in hyperinflationary economies.
Intangible assets with indefinite useful lives are comprised primarily of brands and certain distribution rights that AB InBev
purchased for its own products and are tested for impairment during the fourth quarter of the year or whenever a triggering
event has occurred. Based on the impairment testing results, no impairment loss was allocated to intangible assets with
indefinite useful lives – refer to Note 14 Goodwill.
As at 31 December 2022, the carrying amount of the intangible assets amounted to 40 209m US dollar (31 December
2021: 40 430m US dollar) of which 37 652m US dollar was assigned an indefinite useful life (31 December 2021: 38 320m
US dollar) and 2 557m US dollar a finite life (31 December 2021: 2 110m US dollar).
Million US dollar
Cash-generating unit 2022 2021
In 2022, the company expensed 268m US dollar in research, compared to 298m US dollar in 2021. The spend focused on
product innovations, market research, as well as process optimization and product development.
2022 2021
AB InBev Anadolu AB InBev Anadolu
Million US dollar Efes Castel Efes Efes Castel Efes
.
Balance at 1 January 1 143 3 400 201 1 135 3 566 391
Effect of movements in foreign exchange - (172) (57) - (246) (159)
Dividends received - (87) (14) - (36) (67)
Share of results of associates - 152 41 7 116 35
Non-underlying share of results of associates (1 143) - - - - -
Balance at 31 December - 3 293 171 1 143 3 400 201
1
The net assets are converted at the respective closing rates of December.
Following the entry of Turkey in a hyperinflation economy in 2022, the company accounted for the share of result of its
Turkish associate Anadolu Efes at the December closing rate (18.718236 Turkish lira per US dollar) instead of the average
rate.
Additional information related to the significant associates is presented in Note 33 AB InBev Companies.
The amount of deferred tax assets and liabilities by type of temporary difference can be detailed as follows:
2022 2021
Million US dollar Assets Liabilities Net Assets Liabilities Net
Net deferred tax assets/(liabilities) 2 300 (11 817) (9 518) 1 969 (12 204) (10 235)
The change in net deferred taxes recorded in the consolidated statement of financial position can be detailed as follows:
Most of the temporary differences are related to the fair value adjustment on intangible assets with indefinite useful lives
and property, plant and equipment acquired through business combinations. The realization of the temporary differences
on intangible assets acquired through business combinations is unlikely to revert within 12 months as they would be
realized upon impairment or disposal of these intangibles which is currently not expected. The net deferred tax liabilities
attributable to the US business and mainly related to purchase price accounting amount to 6.4 billion US dollar as of
31 December 2022.
As of 31 December 2022, deferred taxes of 11.0 billion US dollar (31 December 2021: 6.9 billion US dollar) were not
recognized on a series of tax attributes. The tax attributes for which no deferred tax asset was recognized amount to 44.5
billion US dollar compared to 27.9 billion US dollar as of 31 December 2021 and include tax losses carry forward either
confirmed or resulting from tax positions under dispute, capital losses, foreign and withholding tax credits, excess dividend
received deduction, excess interest carry forward, amongst others. 42.7 billion US dollar of these tax attributes do not have
an expiration date, 0.1 billion US dollar, 0.2 billion US dollar and 0.2 billion US dollar expire within respectively 1, 2 and 3
years, while 1.4 billion US dollar have an expiration date of more than 3 years. Deferred tax assets have not been
recognized on these items because these are either contingent assets or it is not probable that future taxable profits will
be available against which these tax losses and deductible temporary differences can be utilized and the company has no
tax planning strategy currently in place to utilize these tax losses and deductible temporary differences.
Prepayments 87 115
Raw materials and consumables 3 851 3 072
Work in progress 529 451
Finished goods 1 837 1 537
Goods purchased for resale 308 224
Inventories 6 612 5 399
The cost of inventories recognized as an expense in 2022 amounts to 26 305m US dollar, included in cost of sales (2021:
23 097m US dollar). Impairment losses on inventories recognized in 2022 amount to 148m US dollar (2021: 91m US
dollar).
Ambev’s tax credits and interest receivables are expected to be collected over a period exceeding 12 months after the
reporting date. As of 31 December 2022, the total amount of such credits and interest receivables represented 1 149m US
dollar (31 December 2021: 960m US dollar). Refer to Note 11 Finance cost and income for more details.
The above analysis of the age of financial assets that are past due as at the reporting date but not impaired also includes
non-current loans to customers. Past due amounts were not impaired when collection is still considered likely, for instance
because the amounts can be recovered from the tax authorities, AB InBev has sufficient collateral, or the customer entered
into a payment plan. Impairment losses on trade and other receivables recognized in the year ended 31 December 2022
amount to 38m US dollar (2021: 36m US dollar).
AB InBev’s exposure to credit, currency and interest rate risks is disclosed in Note 27 Risks arising from financial
instruments.
The company's investment in Treasury Bills as at 31 December 2021 was to facilitate liquidity and for capital preservation.
The cash outstanding as at 31 December 2022 includes restricted cash for an amount of 73m US dollar (31 December
2021: 78m US dollar). This restricted cash relates to an outstanding consideration payable to former Anheuser-Busch
shareholders that have not yet claimed the proceeds from the 2008 combination (1m US dollar) and amounts deposited
on a blocked account in respect to the state aid investigation into the Belgian excess profit ruling system (72m US dollar).
As at 31 December 2022, current debt securities of 97m US dollar mainly represented investments in government bonds
(31 December 2021: 374m US dollar). The company’s investments in such short-term debt securities are primarily to
facilitate liquidity and for capital preservation.
STATEMENT OF CAPITAL
The tables below summarize the changes in issued capital and treasury shares during 2022:
Issued capital
Issued capital Million shares Million US dollar
As at 31 December 2022, the share capital of AB InBev amounts to 1 238 608 344.12 euro (1 736 million US dollar). It is
represented by 2 019 241 973 shares without nominal value, of which 35 455 836 are held in treasury by AB InBev and its
subsidiaries. All shares are ordinary shares, except for 282 050 690 restricted shares (31 December 2021: 282 107 042).
As at 31 December 2022, the total of authorized, unissued capital amounts to 37 million euro.
The treasury shares held by the company are reported in equity in Treasury shares.
The holders of ordinary and restricted shares are entitled to receive dividends as declared from time to time and are entitled
to one vote per share at meetings of the company. In respect of the company’s shares that are held by AB InBev and its
subsidiaries, the economic and voting rights are suspended.
The restricted shares are unlisted, not admitted to trading on any stock exchange, and are subject to, among other things,
restrictions on transfer until converted into new ordinary shares. As from 11 October 2021 (fifth anniversary of completion
of the SAB combination), the restricted shares are convertible at the election of the holder into new ordinary shares on a
one-for-one basis and they rank equally with the ordinary shares with respect to dividends and voting rights. By 31
December 2022, from the 326 million restricted shares issued at the time of the SAB combination, 44 million restricted
shares were converted into new ordinary shares.
The shareholders’ structure is based on the notifications made to the company pursuant to the Belgian Law of 2 May 2007,
which governs the disclosure of significant shareholdings in listed companies. It is included in the Corporate Governance
section of AB InBev’s annual report.
Following the combination with SAB in 2016, AB InBev decided to maintain the SAB Zenzele share-scheme (Zenzele
Scheme), the broad-based black economic empowerment (B-BBEE) scheme, which provided opportunities for black South
Africans, including employees (through the SAB Zenzele Employee Trust), SAB retailers (through SAB Zenzele Holdings
Limited) and the SAB Foundation, to participate as shareholders of AB InBev’s indirect subsidiary, South African Breweries
Pty Ltd (SAB). The Zenzele Scheme, originally implemented by SAB in 2010 as a 10-year scheme, was amended at the
time of the combination with SAB and matured on 31 March 2020. As part of the combination with SAB in 2016, AB InBev
made a commitment to the South African Government and Competition Authorities to create a new B-BBEE scheme upon
maturity of the Zenzele Scheme.
Obligations to the SAB Foundation and the employees as beneficiaries of the SAB Zenzele Employee Share Trust were
settled in full on 15 April 2020. The obligations to SAB retailers, who participate in the Zenzele Scheme through SAB
Zenzele Holdings, were partially settled (77.4%) on 15 April 2020. As a direct consequence of the COVID-19 outbreak, the
remaining settlement (22,6%) was postponed and was performed on 28 May 2021, when the new scheme, Zenzele Kabili
was created. 5.1 million AB InBev Treasury shares were used in 2021 for the settlement of part of the prior and the new
B-BBEE schemes (based on the AB InBev share price and the ZAR Euro exchange rate as at 24 May 2021 1). The new
Zenzele scheme arrangement met the criteria under IFRS 2 to be classified as equity settled. The IFRS 2 charge for the
year-ended 31 December 2021 is reported in non-underlying items (Refer to Note 8 Non-underlying items).
ACQUISITIONS AND DISPOSALS OF OWN SHARES (REPORT ACCORDING TO ARTICLE 7:220 OF THE
BELGIAN COMPANIES CODE OF COMPANIES AND ASSOCIATIONS) AND BORROWINGS OF OWN SHARES–
PURCHASE OF OWN SHARES
During 2022, the company has not acquired any treasury shares in accordance with article 7:215 of the Belgian Code of
Companies and Associations (former article 620 of the Belgian Companies Code) and has proceeded with the following
disposals of its own shares.
Treasury shares
As at 31 December 2022, the group owned 35 455 836 own shares of which 34 817 843 were held directly by AB InBev.
The par value of the share is 0.61 euro. The treasury shares that the company still owned at the end of 2022 represented
26 539 776 US dollar (21 628 060 euro) of the subscribed capital.
Borrowed shares
In order to fulfill AB InBev’s commitments under various outstanding share-based compensation plans, during the course
of 2022, the company had stock lending arrangements in place for up to 30 million shares, which were fully used to fulfill
share-based compensation plan commitments. The company will pay any dividend equivalent after tax in respect of such
borrowed shares. This payment will be reported through equity as dividend.
DIVIDENDS
On 1 March 2023, a dividend of 0.75 euro per share or 1 508m euro was proposed by the Board of Directors and will be
subject to approval at the shareholders’ meeting on 26 April 2023.
On 27 April 2022, a dividend of 0.50 euro per share or 1 004m euro was approved at the shareholders’ meeting. The
dividend was paid out as of 5 May 2022.
On 28 April 2021, a dividend of 0.50 euro per share or 1 003m euro was approved at the shareholders’ meeting. The
dividend was paid out as of 6 May 2021.
1
Considering the closing share price of 62.26 euro per share as at 24 May 2021 and ZAR per Euro exchange rate of 17.0064 as at 24 May 2021.
HEDGING RESERVES
The hedging reserves comprise the effective portion of the cumulative net change in the fair value of cash flow hedges to
the extent that the hedged risk has not yet impacted profit or loss.
The increase in translation reserves is primarily related to the combined effect of the weakening of the closing rates of the
Argentinean peso, the Chinese yuan, the Colombian peso and the South Africa rand, partially offset by the weakening of
the closing rate of the Euro, which resulted in a net foreign exchange translation adjustment of 1 123m US dollar as of 31
December 2022 (decrease of equity).
Post-
Translation Hedging employment Total OCI
Million US dollar Reserves reserves benefits Reserves
.
As per 1 January 2021 (29 234) 376 (1 983) (30 841)
Other comprehensive income/(loss)
Exchange differences on translation of foreign operations
(4 320) - - (4 320)
(gains/(losses))
Cash flow hedges - 105 - 105
Re-measurements of post-employment benefits - - 479 479
Other comprehensive income/(loss) (4 320) 105 479 (3 736)
As per 31 December 2021 (33 554) 481 (1 504) (34 577)
The calculation of diluted earnings per share for 2022 is based on the profit attributable to equity holders of AB InBev of
5 969m US dollar (2021: 4 670m US dollar) and a weighted average number of ordinary and restricted shares (diluted)
outstanding (including deferred share instruments and stock lending) at the end of the period, calculated as follows:
Million shares 2022 2021
.
Weighted average number of ordinary and restricted shares at 31 December 2 013 2 007
Effect of share options, warrants and restricted stock units 37 38
Weighted average number of ordinary and restricted shares (diluted) at 31 December 2 050 2 045
The calculation of earnings per share before non-underlying items is based on the profit before non-underlying items,
attributable to equity holders of AB InBev. The calculation of the Underlying EPS is based on the profit before non-
underlying items, mark-to-market gains/losses and hyperinflation impacts attributable to equity holders of AB InBev. A
reconciliation of the profit attributable to equity holders of AB InBev to the profit before non-underlying items, attributable
to equity holders of AB InBev is calculated as follows: 1
Million US dollar 2022 2021¹
.
Profit attributable to equity holders of AB InBev 5 969 4 670
Net impact of non-underlying items on profit (refer to Note 8) 484 1 054
Profit before non-underlying items, attributable to equity holders of AB InBev 6 454 5 723
Mark-to-market losses/(gains) on derivatives related to the hedging of share-based payment programs
(331) 23
(refer to Note 11)
Hyperinflation impacts (30) 28
Underlying profit 6 093 5 774
Earnings per share before non-underlying items and Underlying EPS are non-IFRS measures.
1
Amended to conform to 2022 presentation.
This note provides information about the company’s interest-bearing loans and borrowings. For more information about
the company’s exposure to interest rate and foreign exposure currency risk – refer to Note 27 Risks arising from financial
instruments.
Million US dollar 31 December 2022 31 December 2021
The current and non-current interest-bearing loans and borrowings amount to 79.9 billion US dollar as at 31 December
2022, compared to 88.8 billion US dollar as at 31 December 2021.
As at 31 December 2022, the company had no outstanding balance on commercial papers (31 December 2021: nil). The
commercial papers include programs in US dollar and euro with a total authorized issuance up to 5.0 billion US dollar and
3.0 billion euro, respectively.
On 10 January 2022, Anheuser-Busch InBev SA/NV (“ABISA”) announced that its wholly-owned subsidiary Anheuser-
Busch InBev Finance Inc. (“ABIFI”) exercised its option to redeem the outstanding principal amounts for an aggregate
principal amount of 3.1 billion US dollar of the following series of notes:
Original principal
amount Principal amount
Date of Issuer Title of series of notes outstanding redeemed
redemption (abbreviated) redeemed Currency (in million) (in million)
9 February 2022 ABIFI 3.650% Notes due 2026 USD 1 633 1 633
1 March 2022 ABIFI 4.915% Notes due 2046 USD 1 470 1 470
On 2 December 2022, the company completed the tender offers of twelve series of USD notes and two series of GBP
notes for up to 3.5 billion US dollar aggregate purchase price. The company accepted the tender offers of eight series of
notes issued by Anheuser-Busch InBev SA/NV (“ABISA”), Anheuser-Busch InBev Worldwide (“ABIWW”) and Anheuser-
Busch InBev Finance Inc. (“ABIFI”) and repurchased 3.9 billion US dollar aggregate principal amount of these notes. The
total principal amount repurchased in the tender offers is set out in the table below:
Original
principal Principal Principal
amount amount amount not
Issuer Title of series of notes outstanding repurchased repurchased
Date of redemption (abbreviated) partially repurchased Currency (in million) (in million) (in million)
2 December 2022 ABISA 2.850% Notes due 2037 GBP 900 489 411
2 December 2022 ABISA 2.250% Notes due 2029 GBP 700 363 337
2 December 2022 ABIFI 4.000% Notes due 2043 USD 750 346 404
2 December 2022 ABIWW 3.750% Notes due 2042 USD 1 000 529 471
2 December 2022 ABIWW 4.600% Notes due 2060 USD 1 000 503 497
2 December 2022 ABIWW 4.500% Notes due 2050 USD 2 250 683 1 567
2 December 2022 ABIWW 4.750% Notes due 2058 USD 1 500 519 981
2 December 2022 ABIWW 4.600% Notes due 2048 USD 2 500 321 2 179
Bank overdrafts 83 53
Cash and cash equivalents (9 973) (12 097)
Interest bearing loans granted and other deposits (included within Trade and other
(183) (175)
receivables)
Debt securities (included within Investment securities) (123) (396)
Net debt 69 713 76 162
AB InBev sponsors various post-employment benefit plans worldwide, which include both defined contribution plans,
defined benefit plans, and other post-employment benefits. In accordance with IAS 19 Employee Benefits post-
employment benefit plans are classified as either defined contribution plans or defined benefit plans.
The employee benefit net liability amounts to 1 523m US dollar as at 31 December 2022 compared to 2 256m US dollar
as at 31 December 2021. In 2022, the fair value of the plan assets decreased by 1 574m US dollar and the defined benefit
obligations decreased by 2 287m US dollar. The decrease in the employee benefit net liability is mainly driven by increases
in the discount rates partially offset by unfavorable asset returns.
The company’s net liability for post-employment and long-term employee benefit plans comprises the following as at 31
December 2022 and 2021:
Million US dollar 2022 2021
Present value of funded obligations (4 604) (6 791)
Fair value of plan assets 3 807 5 381
Present value of net obligations for funded plans (797) (1 410)
Present value of unfunded obligations (587) (687)
Present value of net obligations (1 384) (2 097)
As at the last valuation date, the present value of the defined benefit obligation was comprised of approximately 1.1 billion
US dollar relating to active employees, 0.9 billion US dollar relating to deferred members and 3.2 billion US dollar relating
to members in retirement.
The changes in the fair value of plan assets are as follows:
Million US dollar 2022 2021
Fair value of plan assets at 1 January 5 381 5 649
Interest income 157 137
Administration costs (17) (19)
Return on plan assets exceeding interest income (1 084) 197
Contributions by AB InBev 220 241
Contributions by plan participants 2 3
Benefits paid net of administration costs (551) (553)
Assets distributed on settlements (112) (172)
Exchange differences (188) (102)
Transfers and other movements (2) -
Fair value of plan assets at 31 December 3 807 5 381
Actual return on plans assets amounted to a loss of (927)m US dollar in 2022 compared to a gain of 334m US dollar in
2021.
The changes in the unrecognized asset are as follows:
Million US dollar 2022 2021
Irrecoverable surplus impact at 1 January (32) (31)
Interest expense (3) (2)
Changes excluding amounts included in interest expense (8) 1
Irrecoverable surplus impact at 31 December (43) (32)
The expense recognized in the income statement with regards to defined benefit plans can be detailed as follows:
Million US dollar 2022 2021
Current service costs (66) (80)
Administration costs (17) (19)
Past service cost due to plan amendments, curtailments or settlements 2 (2)
(Losses)/gains due to experience and demographic assumption changes - 1
Profit from operations (81) (100)
Net finance cost (73) (76)
Total employee benefit expense (154) (176)
The employee benefit expense is included in the following line items of the income statement:
Million US dollar 2022 2021
Cost of sales (25) (30)
Distribution expenses (11) (11)
Sales and marketing expenses (17) (24)
Administrative expenses (28) (34)
Other operating (expense)/income - (1)
Net finance cost (73) (76)
Total employee benefit expense (154) (176)
2021
United United
States Canada Mexico Brazil Kingdom AB InBev
Through its defined benefit pension plans and post-employment medical plans, the company is exposed to a number of
risks, the most significant are detailed below:
INVESTMENT STRATEGY
In case of funded plans, the company ensures that the investment positions are managed within an asset-liability matching
(ALM) framework that has been developed to achieve long-term investments that are in line with the obligations under the
pension schemes. Within this framework, the company’s ALM objective is to match assets to the pension obligations by
investing in long-term fixed interest securities with maturities that match the benefit payments as they fall due and in the
appropriate currency. The company actively monitors how the duration and the expected yield of the investments are
matching the expected cash outflows arising from the pension obligation.
ASSET VOLATILITY
In general, the company’s funded plans are invested in a combination of equities, bonds and real estate, generating high
but volatile returns from equities and at the same time stable and liability-matching returns from bonds. As the plans mature,
the company usually reduces the level of investment risk by investing more in assets that better match the liabilities. Since
2015, the company started the implementation of a pension de-risking strategy to reduce the risk profile of certain plans
by reducing gradually the current exposure to equities and shifting those assets to fixed income securities.
INFLATION RISK
Some of the company’s pension obligations, mainly in the UK, are linked to inflation, and higher inflation will lead to higher
liabilities. The majority of the plan’s assets are either unaffected by or loosely correlated with inflation, meaning that an
increase in inflation could potentially increase the company’s net benefit obligation.
LIFE EXPECTANCY
The majority of the plans’ obligations are to provide benefits for the life of the member, so increases in life expectancy will
result in an increase in the plans’ liabilities.
The weighted average duration of the defined benefit obligation in 2022 is 11.4 years (2021: 13.7 years). An increase in
bond yields reduces the average duration.
The above are purely hypothetical changes in individual assumptions holding all other assumptions constant: economic
conditions and changes therein will often affect multiple assumptions at the same time and the effects of changes in key
assumptions are not linear.
Sensitivities are reasonably possible changes in assumptions, and they are calculated using the same approach as was
used to determine the defined benefit obligation. Therefore, the above information is not necessarily a reasonable
representation of future results.
AB InBev expects to contribute approximately 182m US dollar for its funded defined benefit plans and 69m US dollar in
benefit payments to its unfunded defined benefit plans and post-retirement medical plans in 2023.
Different share-based programs allow company senior management and members of the board of directors to receive or
acquire shares of AB InBev, Ambev or Budweiser APAC. AB InBev has three primary share-based compensation plans,
the share-based compensation plan (“Share-Based Compensation Plan”), the long-term restricted stock unit plan for
directors (“Restricted Stock Units Plan for Directors”), and the various long-term incentive plan for executives (“LTI Plan
Executives”). For all option plans, the fair value of share-based payment compensation is estimated at grant date, using a
binomial Hull model, modified to reflect the IFRS 2 Share-based Payment requirement that assumptions about forfeiture
before the end of the vesting period cannot impact the fair value of the option. These share-based payment programs
relate to either AB InBev shares or American Depository Shares (ADSs) as underlying equity instruments.
All the company share-based payment plans are equity-settled. Amounts have been converted to US dollar at the average
rate of the period, unless otherwise indicated.
Share-based payment transactions resulted in a total expense of 448m US dollar for 2022, as compared to 510m US dollar
for 2021, which included an amount of 72m US dollar that was reported in non-underlying items representing the IFRS 2
cost related to the Zenzele Kabili scheme. For more details, refer to Note 21 Changes in equity and earnings per share.
• A base long-term RSUs program allowing for the offer of RSUs to members of the company’s senior management.
In addition to the annual Long-term RSUs described above under this program, RSUs can be granted under other
sub-plans with specific terms and conditions and for specific purposes, e.g., for special retention incentives or to
compensate for assignments of expatriates in certain countries. In most cases, the RSUs vest after three or five
years without a performance test and in the event of termination of service before the vesting date, specific
forfeiture rules apply. The Board may set different vesting periods for specific sub-plans or introduce performance
tests in line with the company’s high-performance culture and the creation of long-term sustainable value for its
shareholders. In 2022, 0.7m RSUs with an estimated fair value of 44m US dollar were granted under this program
(2021: 0.8m RSUs with an estimated fair value of 45m US dollar). No RSUs were granted to members of the
Executive Committee in 2022 and 2021 under this program.
• A program allowing for certain employees to purchase company shares at a discount and that is aimed at
providing a long-term retention incentive for (i) high-potential employees of the company, who are at a mid-
manager level ("People bet share purchase program") or (ii) newly hired employees. The voluntary investment in
company shares leads to the grant of an amount of matching RSUs which vest after 5 years. In the event that an
employee's service is terminated before the vesting date, special forfeiture rules apply. In 2022, employees
received approximately 0.1m RSUs under this program representing a fair value of 7m US dollar (2021: 0.1m
RSUs representing a fair value of 7m US dollar).
The range of exercise prices of the outstanding options is between 10.32 euro (11.01 US dollar)1 and 128.46 euro (137.02
US dollar) while the weighted average remaining contractual life is 6.4 years.
Out of the 83.2m outstanding options, 23.7m options are vested at 31 December 2022.
The weighted average exercise price of the AB InBev options is as follows:
Amounts in US dollar 2022 2021
Options outstanding at 1 January 64.77 71.22
Granted during the year - -
Exercised during the year 16.11 46.30
Forfeited during the year 94.76 89.56
Lapsed during the year 88.10 -
Outstanding at the end of December 76.04 64.77
Exercisable at the end of December 102.19 98.27
For share options exercised during 2022, the weighted average share price at the date of exercise was 52.93 euro (56.46
US dollar)¹.
1
Amounts have been converted to US dollar at the closing rate of the respective period.
The range of exercise prices of the outstanding options is between 15.95 Brazilian real (3.06 US dollar) and 39.04 Brazilian
real (7.48 US dollar) while the weighted average remaining contractual life is 4.3 years.
Of the 99.7m outstanding options 63.9m options are vested at 31 December 2022.
The weighted average exercise price of the Ambev options is as follows:
Amounts in US dollar 2022 2021
Options outstanding at 1 January 3.57 3.81
Granted during the year - -
Exercised during the year - 2.36
Forfeited during the year 4.33 4.53
Outstanding at the end of December 3.72 3.57
Exercisable at the end of December 3.86 3.79
During 2022, a limited number of Ambev shareholders who are part of the senior management of AB InBev were given the
opportunity to exchange Ambev shares against a total of 54 thousand AB InBev shares (2021: 3 thousand AB InBev
shares) at a discount of 16.66% provided that they stay in service for another five years. The fair value of this transaction
amounts to 1m US dollar (2021: less than 1m US dollar) and is expensed over the five years’ service period. The fair
values of the Ambev and AB InBev shares were determined based on the market price.
25. Provisions
Million US dollar Restructuring Disputes Other Total
Balance at 1 January 2022 80 420 106 605
Effect of movements in foreign exchange (5) (11) (2) (18)
Provisions made 37 157 32 226
Provisions used (37) (109) - (147)
Provisions reversed - (21) - (22)
Other movements (23) 1 (50) (73)
Balance at 31 December 2022 51 436 85 572
The restructuring provisions are primarily explained by the organizational alignments - see also Note 8 Non-underlying
items. Provisions for disputes mainly relate to various disputed taxes other than income taxes and to claims from former
employees.
The provisions are expected to be settled within the following time windows:
Million US dollar Due within one year Due after one year Total
Restructuring 33 18 51
Indirect taxes 10 82 93
Labor 30 105 136
Commercial 12 54 66
Excise duties 2 21 23
Other disputes 26 92 118
Disputes 81 355 436
Other provisions 63 22 85
Total provisions 176 396 572
The company has entered into reverse factoring arrangements with suppliers in the amount of 134m Us dollar as at 31
December 2022, mostly due to legal requirements. The nature, as well as the terms and conditions of the liabilities that
are part of these arrangements do not differ from those of the company’s normal trade payables. As a result, these are
presented as part of Trade and other payables in accordance with IAS 1 Presentation of financial statements.
As at 31 December 2022, deferred consideration on acquisitions is mainly comprised of 0.6 billion US dollar for the put
option included in the 2012 shareholders’ agreement between Ambev and ELJ, which may result in Ambev acquiring
additional shares in Cervecería Nacional Dominicana S.A. (“CND”) (31 December 2021: 0.6 billion US dollar). The terms
of the shareholders’ agreement were amended as described in Note 27 Risk arising from financial instruments.
1
Amended to conform to 2022 presentation.
AB InBev primarily uses the following derivative instruments: foreign exchange forwards, currency futures, interest rate
swaps, cross currency interest rate swaps (“CCIRS”), commodity swaps, commodity futures and equity swaps.
The table below provides an overview of the notional amounts of derivatives outstanding as at the dates indicated by
maturity bucket.
Foreign currency
Foreign exchange forwards 11 445 479 - - - 12 599 29 - - -
Foreign currency futures 503 - - - - 1 617 - - - -
Interest rate
Interest rate swaps 1 000 - - - - 1 500 1 000 - - -
Cross currency interest rate swaps 900 1 923 1 834 2 608 560 4 614 1 400 1 173 1 573 1 453
Commodities
Aluminum swaps 2 161 4 - - - 1 241 - - - -
Other commodity derivatives 1 160 22 - - - 1 034 - - - -
Equity
Equity derivatives 10 800 - - - - 11 469 - - - -
The table below shows the company’s main net foreign currency positions for firm commitments and forecasted
transactions for the most important currency pairs. The open positions are the result of the application of AB InBev’s risk
management policy. Positive amounts indicate that the company is long (net future cash inflows) in the first currency of the
currency pair while negative amounts indicate that the company is short (net future cash outflows) in the first currency of
the currency pair. The second currency of the currency pairs listed is the functional currency of the related subsidiary.
31 December 2022 31 December 2021
Total Total Open Total Total Open
Million US dollar exposure hedges position exposure hedges position
Further analysis on the impact of open currency exposures is performed in the currency sensitivity analysis below.
Hedges of firm commitments and highly probable forecasted transactions denominated in foreign currency are designated
as cash flow hedges.
The company manages and reduces the impact of changes in the US dollar interest rates on the fair value of certain fixed
rate bonds with an aggregate principal amount of 1.0 billion US dollar through fixed/floating interest rate swaps. These
derivative instruments have been designated in fair value hedge accounting relationships.
1
Amended to conform to 2022 presentation.
Economic Hedges
Marketable debt security hedges (interest rate risk on Brazilian real)
During 2022 and 2021, Ambev invested in highly liquid Brazilian real denominated government debt securities.
Floating rate
Canadian dollar - - 4.34% 1 455
Euro 1.68% 1 048 1.68% 1 048
Pound sterling - - 3.70% 1 078
South Korean won - 1 3.08% 311
US dollar 5.05% 430 - -
Other 13.39% 252 11.17% 666
1 730 4 557
Fixed rate
Canadian dollar 4.50% 613 4.37% 3 741
Chinese yuan 2.44% 50 2.50% 1 230
Euro 2.27% 20 391 2.31% 21 242
Pound sterling 5.13% 2 208 5.55% 1 607
South Korean won 2.96% 46 0.94% 1 896
US dollar 4.99% 53 478 5.27% 44 547
Other 10.53% 1 476 12.19% 1 172
78 261 75 434
Floating rate
Canadian dollar - - 1.21% 2 043
Euro - 1 113 - 1 113
Pound sterling - - 1.05% 1 002
South Korean won - - 1.67% 502
US dollar 1.67% 463 - -
Other 5.37% 734 5.99% 1 504
2 310 6 164
Fixed rate
Canadian dollar 4.11% 626 4.29% 3 158
Chinese yuan 3.87% 34 1.78% 194
Euro 2.27% 21 654 2.11% 27 553
Pound sterling 4.35% 3 611 4.43% 2 937
South Korean won 3.85% 31 0.87% 1 695
US dollar 4.93% 59 399 5.41% 46 288
Other 8.09% 1 165 9.62% 841
86 520 82 667
As at 31 December 2022, the total carrying amount of the floating and fixed rate interest-bearing financial liabilities before
hedging as listed above includes bank overdrafts of 83m US dollar (31 December 2021: 53m US dollar). As disclosed in
the above table, 4 557m US dollar or 5.7% of the company’s interest-bearing financial liabilities bears interest at a variable
rate.
1
Amended to conform to 2022 presentation.
Interest expense
Interest expense recognized on unhedged and hedged financial liabilities are as follows:
Million US dollar 2022 2021
Financial liabilities measured at amortized cost – not hedged (3 641) (3 836)
Fair value hedges (20) (6)
Cash flow hedges 24 17
Net investment hedges - hedging instruments (interest component) (1) -
Economic hedges 42 141
(3 597) (3 684)
1
Amended to conform to 2022 presentation.
2
Sensitivity analysis is assessed based on the yearly volatility using daily observable market data during 250 days at 31 December 2022 and 31 December
2021.
As at 31 December 2022, an exposure for an equivalent of 100.5m of AB InBev shares was hedged, resulting in a total
gain of 605m US dollar recognized in the profit or loss account for the period, of which 331m US dollar related to the
company’s share-based payment programs and 274m US dollar related to the Grupo Modelo and SAB combinations. As
at 31 December 2022, liabilities for equity swap derivatives amounted to 4.8 billion US dollar (31 December 2021: 5.4
billion US dollar).
G) CREDIT RISK
Credit risk encompasses all forms of counterparty exposure, i.e., where counterparties may default on their obligations to
AB InBev in relation to lending, hedging, settlement and other financial activities. The company has a credit policy in place
and the exposure to counterparty credit risk is monitored.
AB InBev mitigates its exposure through a variety of mechanisms. It has established minimum counterparty credit ratings
and enters into transactions only with financial institutions of investment grade rating. The company monitors counterparty
credit exposures closely and reviews any external downgrade in credit rating immediately. To mitigate pre-settlement risk,
counterparty minimum credit standards become more stringent with increases in the duration of the derivatives. To
minimize the concentration of counterparty credit risk, the company enters into derivative transactions with different
financial institutions.
The company also has master netting agreements with all of the financial institutions that are counterparties to over the
counter (OTC) derivatives. These agreements allow for the net settlement of assets and liabilities arising from different
transactions with the same counterparty. Based on these factors, AB InBev considers the impact of the risk of counterparty
default as at 31 December 2022 to be limited.
There was no significant concentration of credit risks with any single counterparty as of 31 December 2022 and no single
customer represented more than 10% of the total revenue of the group in 2022.
1
Amended to conform to 2022 presentation.
H) LIQUIDITY RISK
Historically, AB InBev’s primary sources of cash flow have been cash flows from operating activities, the issuance of debt,
bank borrowings and equity securities. AB InBev’s material cash requirements have included the following:
• Debt servicing;
• Capital expenditures;
• Investments in companies;
• Increases in ownership of AB InBev’s subsidiaries or companies in which it holds equity investments;
• Share buyback programs; and
• Payments of dividends and interest on shareholders’ equity.
The company believes that cash flows from operating activities, available cash and cash equivalents as well as short term
investments, along with related derivatives and access to borrowing facilities, will be sufficient to fund capital expenditures,
financial instrument liabilities and dividend payments going forward. It is the intention of the company to continue to reduce
its financial indebtedness through a combination of strong operating cash flow generation and continued refinancing.
The following are the nominal contractual maturities of non-derivative financial liabilities including interest payments and
derivative liabilities: 2
31 December 2022
Contractual Less More
Carrying cash than than
Million US dollar Amount2 flows 1 year 1-2 years 2-3 years 3-5 years 5 years
Of which: related to cash flow hedges (551) (530) (469) - (43) (17) -
1
Amended to conform to 2022 presentation.
2
“Carrying amount” refers to the net book value as recognized in the statement of financial position at each reporting date.
Of which: related to cash flow hedges (203) (203) (170) - - (29) (4)
I) CAPITAL MANAGEMENT
AB InBev continuously optimizes its capital structure to maximize shareholder value while keeping the financial flexibility
to execute strategic projects. AB InBev’s capital structure policy and framework aims to optimize shareholder value through
cash flow distribution to the company from its subsidiaries, while maintaining an investment-grade rating and minimizing
investments with returns below AB InBev’s weighted average cost of capital. Besides the statutory minimum equity funding
requirements that apply to the company’s subsidiaries in the different countries, AB InBev is not subject to any externally
imposed capital requirements. Management uses the same debt/equity classifications as applied in the company’s IFRS
reporting to analyze the capital structure.
J) FAIR VALUE
The following table summarizes for each type of derivative the fair values recognized as assets or liabilities in the statement
of financial position: 1
Assets Liabilities Net
31 December 31 December 31 December 31 December 31 December 31 December
Million US dollar 2022 2021 2022 2021 2022 2021
Foreign currency
Foreign exchange forwards 223 238 (265) (129) (42) 109
Foreign currency futures 4 - - (37) 4 (37)
Interest rate
Interest rate swaps - 38 (5) - (5) 38
Cross currency interest rate swaps 63 111 (187) (273) (124) (162)
Commodities
Aluminum swaps 52 178 (174) (20) (122) 158
Sugar futures 4 13 - - 4 13
Energy 12 29 (28) (2) (16) 27
Other commodity derivatives 32 62 (69) (13) (37) 50
Equity
Equity derivatives - - (4 763) (5 412) (4 763) (5 412)
391 669 (5 492) (5 886) (5 101) (5 216)
Of which:
Non-current 60 48 (184) (100) (124) (52)
Current 331 621 (5 308) (5 786) (4 977) (5 164)
The following table summarizes the carrying amount and the fair value of the fixed rate interest-bearing financial liabilities
as recognized in the statement of financial position. Floating rate interest-bearing financial liabilities, trade and other
1
“Carrying amount” refers to the net book value as recognized in the statement of financial position at each reporting date.
Fixed rate
US dollar (52 993) (52 158) (58 912) (74 852)
Euro (19 655) (17 926) (20 856) (23 801)
Pound sterling (2 148) (2 039) (3 539) (3 913)
Canadian dollar (515) (437) (549) (604)
Other (458) (448) (389) (420)
(75 769) (73 008) (84 244) (103 590)
1
The table sets out the fair value hierarchy based on the degree to which significant market inputs are observable:
Fair value hierarchy 31 December 2022 Quoted (unadjusted) Observable market Unobservable market
Million US dollar prices - level 1 inputs - level 2 inputs - level 3
Financial Assets
Held for trading (non-derivatives) - 9 -
Derivatives at fair value through profit and loss - 41 -
Derivatives in a cash flow hedge relationship 36 219 -
Derivatives in a net investment hedge relationship - 94 -
36 364 -
Financial Liabilities
Deferred consideration on acquisitions at fair value - - 762
Derivatives at fair value through profit and loss - 4 799 -
Derivatives in a cash flow hedge relationship 26 525 -
Derivatives in a fair value hedge relationship - 4 -
Derivatives in a net investment hedge relationship - 138 -
26 5 466 762
Fair value hierarchy 31 December 2021 Quoted (unadjusted) Observable market Unobservable market
Million US dollar prices - level 1 inputs - level 2 inputs - level 3
Financial Assets
Held for trading (non-derivatives) - 9 -
Derivatives at fair value through profit and loss - 155 -
Derivatives in a cash flow hedge relationship 58 352 -
Derivatives in a fair value hedge relationship - 17 -
Derivatives in a net investment hedge relationship - 87 -
58 620 -
Financial Liabilities
Deferred consideration on acquisitions at fair value - - 832
Derivatives at fair value through profit and loss - 5 611 -
Derivatives in a cash flow hedge relationship 52 141 -
Derivatives in a net investment hedge relationship - 82 -
52 5 834 832
There were no significant changes in the measurement and valuation techniques, or significant transfers between the
levels of the financial assets and liabilities during the period. Movements in 2022 in the fair value “level 3” category of
financial liabilities, measured on a recurring basis, are mainly related to the settlement of deferred consideration from prior
years acquisitions.
1
“Carrying amount” refers to the net book value as recognized in the statement of financial position at each reporting date.
2
Amended to conform to 2022 presentation.
K) HEDGING RESERVES
The company’s hedging reserves disclosed in Note 21 Changes in equity and earnings per share relate to the following
instruments:
Foreign Total hedging
Million US dollar currency Commodities Others reserves
31 December 2021
Net amount
recognized in the
statement of Other offsetting
Million US dollar Gross amount financial position¹ agreements² Total net amount
1
Net amount recognized in the statement of financial position after taking into account offsetting agreements that meet the offsetting criteria as per IFRS
rules.
2
Other offsetting agreements include collateral and other guarantee instruments, as well as offsetting agreements that do not meet the offsetting criteria as
per IFRS rules.
The collateral given for own liabilities of 306m US dollar as at 31 December 2022 contains 189m US dollar cash guarantees
(31 December 2021: 310m US dollar collateral given for own liabilities contained 168m US dollar of cash guarantees).
Such cash deposits are a customary feature associated with litigations in Brazil: in accordance with Brazilian laws and
regulations a company may or must (depending on the circumstances) place a deposit with a bank designated by the court
or provide other security such as collateral on property, plant and equipment, insurance guarantees or letters of
guarantees. With regard to judicial cases, AB InBev has made the appropriate provisions in accordance with IAS 37
Provisions, Contingent Liabilities and Contingent Assets – see also Note 25 Provisions. In the company’s statement of
financial position, the cash guarantees are presented as part of other receivables – see Note 19 Trade and other
receivables. The legal proceedings covered by insurance guarantees and letters of guarantee issued by the company are
disclosed in Note 29 Contingencies. The remaining part of collateral given for own liabilities of 117m US dollar as at 31
December 2022 (31 December 2021: 142m US dollar) contains collateral on AB InBev’s property in favor of the excise tax
authorities, the amount of which is determined by the level of the monthly excise taxes due, inventory levels and
transportation risk, and collateral on its property, plant and equipment with regard to outstanding loans. To the extent that
AB InBev would not respect its obligations under the related outstanding contracts or would lose the pending judicial cases,
the collateralized assets would be used to settle AB InBev’s obligations.
AB InBev has entered into commitments to purchase property, plant and equipment for 538m US dollar at 31 December
2022 (31 December 2021: 449m US dollar).
In a limited number of countries AB InBev has committed itself to acquire loans to associates/customers from banks at
their notional amount if the associates/customers do not respect their reimbursement commitments towards the banks.
The total outstanding amount of such loans is 72m US dollar at 31 December 2022 (31 December 2021: 142m US dollar).
Other commitments amount to 1 800m US dollar at 31 December 2022 and mainly cover guarantees given to pension
funds, rental and other guarantees (31 December 2021: 1 943m US dollar).
In order to fulfil AB InBev’s commitments under various outstanding stock option plans, AB InBev entered into stock lending
arrangements for up to 30 million of its own ordinary shares. AB InBev will pay any dividend equivalent, after tax in respect
of the loaned securities. This payment will be reported through equity as dividend. As of 31 December 2022, 30 million
loaned securities were used to fulfil stock option plan commitments.
As at 31 December 2022, the M&A related commitments existed as discussed below.
Cervecería Nacional Dominicana S.A. (“CND”)
As part of the 2012 shareholders agreement between Ambev and E. León Jimenes S.A. (“ELJ”), following the acquisition
of Cervecería Nacional Dominicana S.A. (“CND”), a put and call option is in place which may result in Ambev acquiring
additional shares in CND. In January 2018 Ambev increased its participation in CND from 55% to 85%. As of 31 December
2022, the put option for the remaining shares held by ELJ was valued 0.6 billion US dollar (31 December 2021: 0.6 billion
US dollar). The corresponding liability is presented as a non-current liability and recognized as a deferred consideration
on acquisitions at fair value in “level 3” category. See also note 27 Risks arising from financial instruments.
The company has contingencies for which, in the opinion of management and its legal counsel, the risk of loss is possible
but not probable and therefore no provisions have been recorded. Due to their nature, such legal proceedings and tax
matters involve inherent uncertainties including, but not limited to, court rulings, negotiations between affected parties and
governmental actions, and as a consequence AB InBev’s management cannot at this stage estimate the likely timing of
resolution of these matters. The most significant contingencies are discussed below. Amounts have been converted to US
dollar at the closing rate of the respective period.
The administrative proceedings have resulted in partially favorable decisions, most of which are still subject to review by
the Administrative Court. In August 2022, the Upper Administrative Court rendered favorable decisions to Ambev on two
cases related to the taxation of profits of foreign subsidiaries, one of which recognized the application of the double tax
treaty signed by Brazil to mitigate such taxation; both of these decisions are final. In October 2022, the Lower Administrative
Court rendered a favorable decision to Ambev on a third related case. Ambev is awaiting formal notification of this decision
to analyze its content and any applicable legal motions or appeals. In the judicial proceedings, Ambev has received
favorable injunctions that suspend the enforceability of the tax credit, as well as favorable first level decisions, which remain
subject to review by the second-level judicial court.
The updated assessed amount related to this uncertain tax position as of 31 December 2022 is approximately 7.3 billion
Brazilian real (1.4 billion US dollar) and Ambev has not recorded any provisions in connection therewith as it considers the
chance of loss to be possible. For proceedings where it considers the chance of loss to be probable, Ambev has recorded
a provision in the total amount of 58 million Brazilian real (11 million US dollar).
Goodwill InBev Holding
In December 2011, Ambev received a tax assessment related to the goodwill amortization in calendar years 2005 to 2010
resulting from the InBev Holding Brasil S.A. merger with Ambev. At the administrative level, Ambev received partially
favorable decisions at both the Lower and Upper Administrative Court. Ambev filed judicial proceedings to discuss the
unfavorable portion of the decisions of the Lower and the Upper Administrative Court and requested injunctions to suspend
the enforceability of the remaining tax credit, which were granted.
In June 2016, Ambev received a new tax assessment charging the remaining value of the goodwill amortization in calendar
years 2011 to 2013 and filed a defense. Ambev received partially favorable decisions at the first level administrative court
and Lower Administrative Court. Ambev filed a Special Appeal which was partially admitted and awaits judgment by the
Upper Administrative Court. For the unfavorable portion of the decision which became final at the administrative level,
Ambev filed a judicial proceeding requesting an injunction to suspend the enforceability of the remaining tax credit, which
was granted.
The updated assessed amount related to this uncertain tax position as of 31 December 2022 is approximately 11.1 billion
Brazilian real (2.1 billion US dollar) and Ambev has not recorded any provisions for this matter as it considers the chances
In October 2022, Ambev received a new tax assessment charging the remaining value of the goodwill amortization in
calendar year 2017. Ambev has filed a defense and awaits judgment by the first level administrative court.
The updated assessed amount related to this uncertain tax position as of 31 December 2022 is approximately 1.3 billion
Brazilian real (0.2 billion US dollar). Ambev has not recorded any provisions for this matter as it considers the chances of
loss to be possible.
Goodwill MAG
In December 2022, CRBS S.A (a subsidiary of Ambev) received a tax assessment related to the goodwill amortization in
calendar years 2017 to 2020, resulting from the merger of RTD Barbados into CRBS. Ambev filed a defense in January
2023, and awaits judgement by the first level administrative court.
The updated assessed amount as of 31 December 2022 is approximately 0.3 billion Brazilian real (0.1 billion US dollar).
Ambev has not recorded any provisions for this matter as it considers the chance of loss to be possible.
Ambev has continued to take the same deductions for the calendar years following the assessed periods (2021 to February
2022). Therefore, if Ambev receives similar tax assessments for this period, Ambev management believes the outcome
would be consistent with the already assessed periods.
Disallowance of financial expenses
In 2015, 2016 and 2020, Ambev received tax assessments related to the disallowance of alleged non-deductible expenses
and the deduction of certain losses mainly associated to financial investments and loans. Ambev presented defenses and,
in November 2019, received a favorable decision at the first level administrative court regarding the 2016 case, which is
subject to mandatory review by the Lower Administrative Court. In June 2021, Ambev received a partially favorable decision
for the 2020 case at the first level administrative court and filed an appeal to the Lower Administrative Court. The favorable
portion of the decision is also subject to mandatory review by the Lower Administrative Court. In June 2022, Ambev
received a partially favorable decision at the first level administrative court regarding the 2015 case and filed an appeal to
the Lower Administrative Court. The favorable portion of the decision is also subject to mandatory review by the Lower
Administrative Court.
The updated assessed amount as of 31 December 2022 is approximately 12.6 billion Brazilian real (2.4 billion US dollar).
Ambev has not recorded any provisions for this matter as it considers the chance of loss to be possible.
The company has continued to take the same deductions for the calendar years following the assessed periods (the 2018
to 2022 calendar years). Therefore, if Ambev receives similar tax assessments for this period, Ambev management
believes the outcome would be the same as those tax years already assessed.
In addition, Ambev has been charged isolated fines due to the non-recognition of tax offsets. The constitutionality of this
penalty is under review at the Supreme Court of Justice. The updated assessed amount as of 31 December 2022 is
approximately 1.2 billion Brazilian real (0.2 billion US dollar). Ambev has not recorded any provisions for this matter as it
considers the chance of loss to be possible.
Presumed Profit
In April 2016, Arosuco (a subsidiary of Ambev) received a tax assessment regarding the use of the “presumed profit”
method for the calculation of income tax and the social contribution on net profits instead of the “real profit” method. In
September 2017, Arosuco received an unfavorable first level administrative decision and filed an appeal. In January 2019,
the Lower Administrative Court rendered a favorable decision to Arosuco, which became definitive.
In March 2019, Arosuco received a new tax assessment regarding the same subject and filed a defense. In October 2019,
Arosuco received an unfavorable first level administrative decision and filed an appeal which is pending judgment.
The updated assessed amount related to this uncertain tax position as of 31 December 2022 is approximately 0.6 billion
Brazilian real (0.1 billion US dollar). Arosuco has not recorded any provisions for this matter as it considers the chance of
loss to be possible.
Deductibility of IOC expenses
In 2013, as approved in a Shareholders Meeting, Ambev implemented a corporate restructuring with the purpose of
simplifying its corporate structure and converting into a single class of shares company, among other factors. One of the
steps of such restructuring involved a contribution of shares followed by the merger of shares of its controlled entity,
Companhia de Bebidas das Américas, into Ambev. As one of the results of such restructuring, the counterpart register of
the positive difference between the value of shares issued for the merger and the net equity value of its controlled entity’s
share was accounted, as per IFRS 10/CPC 36 and ICPC09, in an equity account of Ambev referred to as carrying value
adjustment.
In November 2019, Ambev received a tax assessment from the Brazilian Federal Tax Authorities related to the interest on
capital (“IOC”) deduction in 2014. The assessment refers primarily to the accounting and corporate effects of the
restructuring carried out by Ambev in 2013 and the impact on the increase in the deductibility of IOC expenses. In August
ICMS VALUE ADDED TAX, EXCISE TAX (“IPI”) AND TAXES ON NET SALES
Manaus Free Trade Zone – IPI / Social contributions
In Brazil, goods manufactured within the Manaus Free Trade Zone intended for remittance elsewhere in Brazil are exempt
and/ or zero-rated from excise tax (“IPI”) and social contributions (“PIS/COFINS”). With respect to IPI, Ambev’s subsidiaries
have been registering IPI presumed tax credits upon the acquisition of exempted goods manufactured therein. Since 2009,
Ambev has been receiving a number of tax assessments from the Brazilian Federal Tax Authorities relating to the
disallowance of such credits.
IPI Suspension
In 2014 and 2015, Ambev received tax assessments from the Brazilian Federal Tax Authorities relating to IPI allegedly
due over remittances of manufactured goods to other related factories. The cases are being challenged at both the
administrative and judicial levels. In 2020, Ambev received a final partially favorable decision at the administrative level in
one of the cases. In July 2022, Ambev received the first judicial decision on this matter; the decision was unfavorable to
Ambev and it has filed an appeal.
In October 2022, the Upper Administrative Court rendered a partially favorable decision to Ambev in one of the cases
related to this matter. Ambev awaits formal notification of this decision to assess whether any portion of the tax assessment
may be challenged at the judicial level.
Ambev management estimates the possible loss related to these assessments to be approximately 1.7 billion Brazilian
real (0.3 billion US dollar) as of 31 December 2022. Ambev has not recorded any provision in connection therewith.
ICMS tax credits
Ambev is currently challenging tax assessments issued by the states of São Paulo, Rio de Janeiro, Minas Gerais, among
others, questioning the legality of ICMS tax credits arising from transactions with companies that have tax incentives
granted by other states. The cases are being challenged at both the administrative and judicial level of the courts. On
August 2020, the STF issued a binding decision (Extraordinary Appeal No. 628.075) ruling that tax credits granted by the
states in the context of the ICMS tax war shall be considered unlawful. The decision also recognized that the states should
abide by the tax incentives validation process provided for in Complementary Law No. 160/17. This decision became final
(and no longer subject to appeal) in December 2021 and it does not change the likelihood of loss in Ambev’s tax
assessments. With respect to the assessments issued by the State of São Paulo, Ambev received unfavorable decisions
at the second administrative level in April, May and June 2022. In these cases, Ambev has filed appeals to the second
administrative level.
Ambev management estimates the possible losses related to these assessments to be approximately 1.7 billion Brazilian
real (0.3 billion US dollar) as of 31 December 2022. Ambev has not recorded any provision in connection therewith.
In addition, in 2018 and 2021, Ambev received tax assessments from the States of Rio Grande do Sul and São Paulo
charging alleged differences in ICMS due to the disallowance of credits arising from transactions with suppliers located in
the Manaus Free Trade Zone. With regard to the assessment issued by the State of Rio Grande do Sul, Ambev received
a favourable judgment at the second administrative level in February 2022, which is still subject to appeal by tax authorities.
With respect to the assessments issued by the State of São Paulo, Ambev received unfavourable judgments at the first
administrative level in May and June 2022. In these cases, Ambev has filed appeals to the second administrative level.
Ambev management estimates the possible losses related to these assessments to be approximately 0.7 billion Brazilian
real (0.1 billion US dollar) as of 31 December 2022.
ICMS-ST Trigger
Over the years, Ambev has received tax assessments to charge supposed ICMS differences considered due when the
price of the products sold by Ambev is above the fixed price table basis established by the relevant states, cases in which
the state tax authorities understand that the calculation basis should be based on a value-added percentage over the
SOCIAL CONTRIBUTIONS
Since 2015, Ambev has received tax assessments issued by the Brazilian Federal Tax Authorities relating to PIS/COFINS
amounts allegedly due over bonus products granted to its customers. The cases are being challenged at both the
administrative and judicial levels of the courts. In 2019 and 2020, Ambev received final favorable decisions at the
administrative level in some of these cases and favorable decisions in other cases that are still subject to review. At the
judicial level, one case is pending decision by the second level judicial court after the first level judicial court rendered an
unfavorable decision to Ambev.
Ambev management estimates the possible loss related to these assessments to be approximately 1.6 billion Brazilian
real (0.3 billion US dollar) as of 31 December 2022. Ambev has not recorded any provisions for this matter as it considers
the chance of loss to be possible.
WARRANTS
Certain holders of warrants issued by Ambev in 1996 for exercise in 2003 proposed lawsuits to subscribe correspondent
shares for an amount lower than Ambev considers as established upon the warrant issuance. In case Ambev loses the
totality of these lawsuits, the issuance of 172,831,574 shares would be necessary. Ambev would receive in consideration
funds that are materially lower than the current market value. This could result in a dilution of about 1% to all Ambev
shareholders. Furthermore, the holders of these warrants are claiming that they should receive the dividends relative to
these shares since 2003, approximately 1.2 billion Brazilian real (0.2 billion US dollar) in addition to legal fees. Ambev
disputes these claims and intends to continue to vigorously defend these cases. All six lawsuits were ruled favorably to
Ambev by the Superior Court of Justice (“STJ”). Three cases were dismissed by the STJ’s Special Court and the plaintiffs’
appeals were denied by the Brazilian Supreme Court (“STF”). The plaintiffs filed an appeal for further review by the STF
chamber, which was denied by the STF chamber in a unanimous ruling. The fourth case was ruled favorably to Ambev by
the STJ’s Special Court and the judgment became final. The fifth case was remitted to the STJ’s lower court for a new
judgment and the sixth case was ruled favorably to Ambev and the decision became final. Considering all of these facts,
Ambev and its external counsels strongly believe that the chance of loss in these cases is remote.
As at 31 December 2022 and 2021, material non-controlling interests relate to Ambev, a Brazilian listed subsidiary in which
AB InBev has 61.77% ownership, and Budweiser APAC, an Asia Pacific listed subsidiary in which AB InBev has 87.22%
ownership. The tables below provide summarized information derived from the consolidated financial statements of Ambev
and Budweiser APAC as of 31 December 2022 and 2021, in accordance with IFRS.
Summarized financial information of Ambev and Budweiser APAC, in which the company has material non-controlling
interests, is as follows:
Ambev Budweiser APAC
31 December 31 December 31 December 31 December
Million US dollar 2022 2021 2022 2021
Attributable to:
Equity holders 2 800 2 360 913 950
Non-controlling interests 84 84 36 31
Attributable to:
Equity holders 1 517 2 970 105 660
Non-controlling interests 67 104 32 32
Dividends paid by Ambev and its subsidiaries to non-controlling interests (i.e., to entities outside the AB InBev Group)
amounted to 1.0 billion US dollar and 0.8 billion US dollar for 2022 and 2021, respectively. In 2022, Budweiser APAC and
its subsidiaries paid a final dividend related to the financial year 2021 to non-controlling interests amounting to 83m US
dollar (2021: 67m US dollar).
Other non-controlling interests not deemed individually material by the company mainly related to the company’s
operations in Africa in association with the Castel Group (e.g., Botswana, Ghana, Mozambique, Nigeria, Tanzania, Uganda
and Zambia), as well as non-controlling interests in US-based metal container operations from Apollo Global Management,
Inc. (“Apollo”) and non-controlling interests recognized in respect of the company’s subsidiaries in Colombia, Ecuador and
Peru.
• The lease of commercial premises from and the sale of malt-based beverages and beer to companies in which
one of the company's Board Member had a significant influence as of 31 December 2022. The transactions
happened mainly through AB InBev’s subsidiary Bavaria S.A. for an aggregated consideration of approximately
33m US dollar (2021: 19m US dollar). The outstanding balance of these transactions as of 31 December 2022
amounts to 1m US dollar (31 December 2021: 3m US dollar).
• In 2021, the company acquired, through Grupo Modelo and its subsidiaries, information technology and
infrastructure services for a consideration of approximately 1m US dollar from a company in which one of the
company’s Board Member had significant influence. In 2022, there were no such transactions.
1
The 2021 Executive Committee members’ compensation includes the cost reported for AB InBev's former CEO up to 30 June 2021 and the costs for the
newly appointed CEO for the full year 2021.
None.
The most important AB InBev companies included in the consolidation scope are listed below. The complete list of the
company’s investments is available at AB InBev NV, Brouwerijplein 1, B-3000 Leuven, Belgium.
1
The group’s shares entitle the holder to twice the voting rights.
2
85% owned by Ambev S.A.
Germany
Anheuser-Busch InBev Deutschland GmbH & Co. KG - Am Deich 18/19 - 28199 - Bremen 100.00%
Anheuser-Busch InBev Germany Holding GmbH - Am Deich 18/19 - 28199 - Bremen 100.00%
.
Ghana
Accra Brewery PLC - 20 Graphic Road, South Industrial Area - Box GP1219 - Accra 61.61%
.
Honduras
Cervecería Hondureña S.A. de C.V. - Boulevard del Norte - Postal No. 86 - San Pedro Sula 99.61%
.
Hong Kong
Budweiser Brewing Company APAC Limited - Suites 3012-16, Tower Two, 1 Matheson Street, Causeway
87.22%
Bay, Hong Kong
.
India
Crown Beers India Private Limited - 510/511, Minerva House, Sarojini Devi Road - 500003 -
87.22%
Secunderabad, Telangana
Anheuser Busch InBev India Limited - Unit No.301-302, Dynasty Business Park, 3rd Floor Andheri - Kurla
87.05%
Road, Andheri (East) - 400059 - Mumbai, Maharashtra
.
Italy
Anheuser-Busch InBev Italia - Via Fratelli Castiglioni, 8, 20124 Milano MI, Italy 100.00%
.
Luxembourg
Brasserie de Luxembourg Mousel-Diekirch S.A. - Rue de la Brasserie, 1 - L-9214 - Diekirch 95.82%
.
Mexico
Cervecería Modelo de México S. de R.L. de C.V. - Cerrada de Palomas 22, 6th Floor, Reforma Social,
100.00%
Miguel Hidalgo, 11650 Mexico City
.
Mozambique
Cervejas De Moçambique SA - Rua do Jardim 1329, Maputo 51.47%
.
Netherlands
AB InBev Africa B.V. - Ceresstraat 1 - 4811 CA - Breda 62.00%
InBev Nederland N.V. - Ceresstraat 1 - 4811 CA - Breda 100.00%
Interbrew International B.V. - Ceresstraat 1 - 4811 CA - Breda 100.00%
.
Nigeria
International Breweries PLC - 22/36 Glover Road, Lagos, Ikoyi¹ 43.00%
.
Panama
Cervecería Nacional S. de R.L. - Complejo Business Park, Costa del Este Torre Oeste, Piso No.2 Panamá 61.77%
.
Paraguay
Cervecería Paraguaya S.A. - Ruta Acceso Sur Km 30 s/ Desvío a Villeta N° 825 53.96%
.
Peru
Compania Cervecera AmBev Peru S.A.C. - Av. Los Laureles Mza. A Lt. 4 del Centro Poblado Menor
97.22%
Santa Maria de Huachipa - Lurigancho (Chosica) - 25 - Lima
Unión de Cervecerías Peruanas Backus y Johnston S.A.A. - Av. Nicolas Ayllon 3986, Ate - 3 - Lima 93.65%
.
South Africa
SABSA Holdings (Pty) Ltd - 65 Park Lane, Sandown - 2001 - Johannesburg 100.00%
The South African Breweries (Pty) Ltd - 65 Park Lane, Sandown - 2146 - Johannesburg 100.00%
.
South Korea
Oriental Brewery Co Ltd - 517, Yeongdong-daero, Gangam-gu, Seoul - Asem Tower 8th floor - Seoul 87.22%
.
Spain
Compañía Cervecera de Canarias S.A. - C/ Mali, 7 (38320 La Laguna - Santa Cruz de Tenerife) 51.03%
.
1
The company is consolidated due to the group’s majority shareholders and ability to control the operations.
1
The company is consolidated due to the group’s majority shareholders and ability to control the operations.
France
Société des brasseries et glacières internationales S.A. - 49 rue François 1er - 75008 - Paris¹ 20.00%
.
Luxembourg
B.I.H. Brasseries Internationales Holding (Angola) Limited - 34-38 Avenue de la Liberté - 1930
27.50%
Luxembourg¹
B.I.H. Brasseries Internationales Holding Limited - 34-38 Avenue de la Liberté - 1930 Luxembourg¹ 20.00%
.
Netherlands
AB InBev Efes B.V. - 1227 Strawinskylaan - 1077XX Amsterdam 50.00%
.
Turkey
Anadolu Efes Biracilik Ve Malt Sanayii A.S. - Bahçelievler Mahallesi, Sehit Ibrahim Koparir Caddesi No. 4,
24.00%
Bahçelievler Istanbul
.
Zimbabwe
Delta Corporation Limited - Sable House, Northridge Close, Borrowdale - P.O. Box BW 343 - Harare 25.27%
1
Related to Castel group.
Cash flow from operating activities (US dollar per share) 6.61 7.37 5.45 6.75 7.18
Underlying earnings per share (US dollar per share) 3.03 2.88 2.51 3.63 4.10
Dividend (euro per share) 0.75 0.5 0.5 1.3 1.8
Share price high (euro per share) 59.53 65.34 74.49 92.71 96.7
Share price low (euro per share) 46.27 47.00 30.97 57.47 56.84
Year-end share price (euro per share) 56.27 53.17 57.01 72.71 57.7
Financial calendar
Publication of 2022 results 2 March 2023
Annual report 2022 available on www.ab-inbev.com 2 March 2023
General shareholders meeting 26 April 2023
Dividend: ex-coupon date 3 May 2023
Publication of first quarter results 4 May 2023
Publication of half year results 3 August 2023
Publication of third quarter results 31 October 2023
ASSETS
Non-current assets
Intangible assets 777 638
Property, plant and equipment 192 140
Financial assets 114 639 115 719
115 608 116 497
In accordance with article 3:6, §4 and article 3:32, §2 of the Belgian Code of Companies and Associations (the “Belgian
Companies Code”), which implement Directive 2014/95/EU of 22 October 2014 amending Directive 2013/34/EU as regards
disclosure of non-financial and diversity information by certain large undertakings and groups, AB InBev has included in its
2022 Environmental Social and Governance (ESG) Report a non-financial statement reporting on corporate social
responsibility matters. The 2022 ESG Report constitutes an annex to this Annual Report.
While all of the company’s geographic zones are covered under the global policy, the company acknowledges that there is
no one-size-fits-all approach to diversity, equity and inclusion. Accordingly, each zone has the flexibility to adapt the policy
locally to include more information relevant to its local market. We measure colleague sentiment about diversity, equity and
inclusion in the company’s annual engagement survey.
AB InBev is proud to have an employee base of 132 nationalities across the business, with 28 nationalities represented on
the SLT and the senior leadership level directly below the SLT. Two out of 18 members on the SLT are women (same ratio
as last reporting year). Reference is made to section 4 of this Corporate Governance Statement for a short biography of
each of the members of the SLT, including their qualifications and background.
AB InBev continues working to promote all aspects of diversity in its entire senior leadership, with a focus on building a
diverse talent pipeline, considering the relevant skills, education, experience and background of employees. This strategy
continues to drive results. For instance, while the representation of women in the SLT and the senior leadership level directly
below the SLT remained constant compared to last reporting year, the overall representation of women in top leadership
positions in our company grew by 2 percentage points compared to the last reporting year.
The process for nominating and selecting candidates for the Board of Directors is described in the Corporate Governance
Charter of Anheuser-Busch InBev. The company aims to have a balanced and diverse Board primarily considering, among
other things, the relevant skills, education, experience and background of directors. Currently, five out of 15 Board members
are women (same ratio as last reporting year). Reference is made to section 2.1 of this Corporate Governance Statement
for a short biography of each of the members of the Board of Directors, including their qualifications and background, as
well as for further information on the applicable Belgian legal gender diversity requirements.
The appointment and renewal of mandates of directors (i) is based on a recommendation of the Nomination Committee,
taking into account the rules regarding the composition of the Board that are set out in the Articles of Association (e.g., rules
regarding number of independent directors and directors appointed upon proposal of the AB InBev Reference Shareholder
and the Restricted Shareholders), and (ii) is subject to approval by the shareholders’ meeting.
Pursuant to the Articles of Association, the Board is composed as follows, reflecting the Company’s particular shareholder
structure:
• three directors shall be independent directors appointed by the shareholders’ meeting upon proposal by the Board;
and
• so long as the Stichting Anheuser-Busch InBev (the Reference Shareholder) and/or any of its Affiliates, any of their
respective Successors or Successors' Affiliates own, in aggregate, more than 30% of shares with voting rights in
the share capital of the company, nine directors shall be appointed by the shareholders’ meeting upon proposal by
the Reference Shareholder and/or any of its Affiliates, any of their respective Successors or Successors' Affiliates;
and
• so long as the holders of Restricted Shares (the Restricted Shareholders) (together with their Affiliates, any of their
respective Successors and/or Successors' Affiliates) own in aggregate:
− more than 13.5% of the Shares with voting rights in the share capital of the company, three directors will
be appointed by the shareholders’ meeting upon proposal by the Restricted Shareholders (each such
director a Restricted Share Director);
− more than 9% but not more than 13.5% of the Shares with voting rights in the share capital of the company,
two Restricted Share Directors will be appointed;
− more than 4.5% but not more than 9% of the Shares with voting rights in the share capital of the company,
one Restricted Share Director will be appointed; and
− 4.5% or less than 4.5% of the Shares with voting rights in the share capital of the company, they will no
longer have the right to propose any candidate for appointment as a member of the Board and no
Restricted Share Directors will be appointed.
The Articles of Association set out detailed rules regarding the calculation of the company’s share capital owned by the
Reference Shareholder and the Restricted Shareholders for the purpose of determining director nomination rights. Affiliates
and Successors have the meaning set out in the Articles of Association.
The composition of the Board will be balanced primarily considering the respective skills, education, experience and
background of each of the Board members.
AB InBev fully complies with the Belgian Code of Corporate Governance, which recommends that companies have at least
three independent directors. With a view to further optimizing its composition, we anticipate that a proposal will be made at
the upcoming annual shareholders’ meeting to be held on 26 April 2023 to revise the above Board composition rules through
an amendment to the Articles of Association, and to make the corresponding changes to the current Board composition. If
approved by the shareholders’ meeting, the number of independent directors on the Board will be increased from three to
four independent directors and the number of directors appointed upon proposal of the Reference Shareholder will decrease
from nine to eight directors.
In addition, the mandates of all three Restricted Share Directors, i.e. Messrs. Martin J. Barrington, William F. Gifford and
Alejandro Santo Domingo, ended at the annual shareholders’ meeting held on 27 April 2022. In accordance with article 19.4
(b) of our Articles of Association, their mandates were renewed for a one year term ending at the upcoming annual
shareholders’ meeting to be held on 26 April 2023.
The composition of Anheuser-Busch InBev’s Board of Directors at the end of the reporting period is as follows:
Date of birth Current Term Term
Name Nationality Function started expires
Independent Directors
Xiaozhi Liu 1956, Non-Executive Independent director 2019 2023
German
Michele Burns 1958, Non-Executive Independent director 2020 2024
American
Elio Leoni Sceti 1966, Non-Executive Independent director 2020 2024
Italian
Directors upon proposal of the AB InBev Reference Shareholder
Maria Asuncion 1963, Non-Executive, Non-Independent director 2020 2024
Aramburuzabala Mexican
Paul Cornet de 1968, Non-Executive director, nominated by the holders of 2020 2024
Ways Ruart Belgian class A Stichting Anheuser-Busch InBev certificates
Sabine Chalmers 1965, Non-Executive director, nominated by the holders of 2019 2023
American class A Stichting Anheuser-Busch InBev certificates
Grégoire de 1966, Non-Executive director, nominated by the holders of 2020 2024
Spoelberch Belgian class A Stichting Anheuser-Busch InBev certificates
Alexandre Van 1962, Non-Executive director, nominated by the holders of 2020 2024
Damme Belgian class A Stichting Anheuser-Busch InBev certificates
Claudio Garcia 1968, Non-Executive director, nominated by the holders of 2019 2023
Brazilian class B Stichting Anheuser-Busch InBev certificates
Paulo Lemann 1968, Non-Executive director, nominated by the holders of 2020 2024
Brazilian class B Stichting Anheuser-Busch InBev certificates
Nitin Nohria 1962, Non-Executive director, nominated by the holders of 2022 2026
American class B Stichting Anheuser-Busch InBev certificates
Cecilia Sicupira 1981, Non-Executive director, nominated by the holders of 2019 2023
Brazilian class B Stichting Anheuser-Busch InBev certificates
Directors upon proposal of the Restricted Shareholders (Restricted Share Directors)
Martin J. Barrington 1953, Non-Executive director, nominated by Altria 2022 2023
American
William F. Gifford 1970, Non-Executive director, nominated by Altria 2022 2023
American
Alejandro Santo 1977, Non-Executive director, nominated by Bevco 2022 2023
Domingo Colombian
Ms. Aramburuzabala is a non-executive member of the Board. Born in 1963, she is a citizen of Mexico and holds a degree
in Accounting from ITAM (Instituto Tecnológico Autónomo de Mexico). She served as CEO of Tresalia Capital from 1996 to
2022. She is currently the chairperson of the Boards of Directors of Tresalia Capital, Abilia and Red Universalia. She was
formerly a member of the Grupo Modelo Board of Directors, and is currently on the Board of Coty.
Mr. Barrington is a representative of the Restricted Shareholders. Born in 1953, he is an American citizen and graduated
from The College of Saint Rose with a Bachelor’s Degree in History, and from Albany Law School of Union University with
a Juris Doctorate Degree. He is the retired Chairman, Chief Executive Officer and President of Altria Group. During his 25
years at Altria Group, he served in numerous legal and business roles for Altria and its companies. These include Vice
Chairman of Altria Group; Executive Vice President and Chief Administrative Officer of Altria Group; Senior Vice President
Ms. Burns is an independent member of the Board. Born in 1958, she is an American citizen and graduated Summa Cum
Laude from the University of Georgia with a Bachelor’s Degree in Business Administration and a Master’s Degree in
Accountancy. Ms. Burns was the Chairman and Chief Executive Officer of Mercer LLC from 2006 until 2012. She currently
serves on the Boards of Directors of The Goldman Sachs Group, Cisco Systems, Etsy and Circle Online Financial, a private
company. From 2003 until 2013, she served as a director of Wal-Mart Stores. From 2014 until 2018, she served on the
Board of Alexion Pharmaceuticals. She currently serves on the Advisory Council of the Stanford Center on Longevity at
Stanford University. Ms. Burns began her career in 1981 at Arthur Andersen, where she became a partner in 1991. In 1999,
she joined Delta Air Lines, assuming the role of Chief Financial Officer from 2000 to 2004. From 2004 to 2006, Ms. Burns
served as Chief Financial Officer and Chief Restructuring Officer of Mirant Corporation, an independent power producer.
From March 2006 until September 2006, Ms. Burns served as the Chief Financial Officer of Marsh and McLennan
Companies.
Ms. Chalmers is a representative of the main shareholders (nominated by Eugénie Patri Sébastien S.A., the holder of the
Class A Stichting certificates). Born in 1965, Ms. Chalmers is an American citizen and holds a Bachelor’s Degree in Law
from the London School of Economics and is qualified to practice law in England and New York State. Ms. Chalmers is the
General Counsel and Director of Regulatory Affairs of BT Group plc and is also a member of the Court of Directors of the
Bank of England. Prior to joining BT, she was the Chief Legal and Corporate Affairs Officer and Secretary to the Board of
Directors of AB InBev, a role she held from 2005 to 2017. Ms. Chalmers joined AB InBev after 12 years with Diageo plc
where she held a number of senior legal positions including as General Counsel of the Latin American and North American
businesses. Prior to Diageo plc, she was an associate at the law firm of Lovell White Durrant in London, specializing in
mergers and acquisitions.
Mr. Cornet de Ways Ruart is a representative of the main shareholders (nominated by Eugénie Patri Sébastien S.A., the
holder of the Class A Stichting certificates). Born in 1968, he is a Belgian citizen and holds a Master’s Degree as a
Commercial Engineer from the Catholic University of Louvain and an MBA from the University of Chicago. He has attended
the Master Brewer program at the Catholic University of Louvain. From 2006 to 2011, he worked at Yahoo! and was in
charge of Corporate Development for Europe before taking on additional responsibilities as Senior Financial Director for
Audience and Chief of Staff. Prior to joining Yahoo!, Mr. Cornet was Director of Strategy for Orange U.K. and spent seven
years with McKinsey & Company in London and Palo Alto, California. He is also a non-executive director of EPS, Adrien
Invest, Floridienne S.A. and several privately held companies.
Mr. Garcia is a representative of the main shareholders (nominated by BRC S.à.R.L., the holder of the class B Stichting
certificates). Born in Brazil in 1968, he is a Brazilian citizen and is a graduate from Universidade Estadual do Rio de Janeiro,
Brazil with a B.A. in Economics. Mr. Garcia interned at Companhia Cervejaria Brahma in 1991 and was employed as a
Management Trainee in February 1993. From 1993 until 2001, Mr. Garcia worked in several positions in finance, mainly in
the area of corporate budgeting. In 2001, he started the first Shared Service Center for Ambev and in 2003 he became the
head of both the Technology and Shared Services operations. Mr. Garcia participated in all M&A integration projects from
1999 until 2018. In 2005, he was appointed Chief Information and Shared Service Officer for InBev (following the
combination of Ambev and Interbrew) in Leuven, Belgium. From 2006 to 2014, Mr. Garcia combined the functions of Chief
People and Technology Officer. From 2014 to January 2018, Mr. Garcia was the Chief People Officer of Anheuser-Busch
InBev. Mr. Garcia is a board member of Lojas Americanas, the Garcia Family Foundation, Chairman of the Telles Foundation
and a Trustee at the Chapin School in New York City.
Mr. Gifford is a representative of the Restricted Shareholders. Born in 1970, he is an American citizen and graduated from
Virginia Commonwealth University with a Bachelor’s Degree in Accountancy. He serves as Chief Executive Officer of Altria
Group. Prior to his current position, Mr. Gifford served as Vice Chairman and Chief Financial Officer of Altria Group from
May 2018 until April 2020 with responsibility for overseeing Altria’s financial functions, core tobacco businesses and sales
and distribution business. Prior to that he served as Executive Vice President and Chief Financial Officer from March 2015
until May 2018. Since joining Philip Morris USA, an Altria subsidiary, in 1994, he has served in numerous leadership roles
including President and Chief Executive Officer of Philip Morris USA and Vice President and Treasurer for Altria, and has
led various functions including Finance, Strategy and Business Development and Market Information and Consumer
Research. Prior to joining Philip Morris USA, Mr. Gifford worked at the public accounting firm of Coopers & Lybrand, which
currently is known as PricewaterhouseCoopers.
Mr. Lemann is a representative of the main shareholders (nominated by BRC S.à.R.L., the holder of the class B Stichting
certificates). Born in Brazil in 1968, he is a Brazilian citizen and graduated from Faculdade Candido Mendes in Rio de
Janeiro, Brazil with a B.A. in Economics. Mr. Lemann interned at PriceWaterhouse in 1989 and was employed as an Analyst
Mr. Nohria is a representative of the main shareholders (nominated by BRC S.à.R.L., the holder of the class B Stichting
certificates). Born in 1962, he is an American citizen and graduated from Massachusetts Institute of Technology with a Ph.D.
in Management and from the Indian Institute of Technology, Bombay, with a Bachelor of Technology in Chemical
Engineering. Mr. Nohria started his career as a faculty member of Harvard Business School in 1988 and served as its Dean
from 2010 to 2020. He is currently a Professor at Harvard Business School and Partner and Executive Chairman of Thrive
Capital, a venture capital firm. Mr. Nohria also serves on the Boards of Directors of The Bridgespan Group, Mass General
Brigham, and Rakuten Medical.
Mr. Santo Domingo is a representative of the Restricted Shareholders. Born in 1977, he is a US, Colombian and Spanish
citizen and obtained a B.A. in History from Harvard College. He is the Senior Managing Director at Quadrant Capital
Advisors, Inc. in New York City. He was a member of the Board of SABMiller Plc until 2016, where he was also Vice-
Chairman of SABMiller Plc for Latin America. Mr. Santo Domingo is Chairman of the Board of Bavaria S.A. in Colombia. He
is Chairman of the Board of Valorem, a company which owns a diverse portfolio of industrial and media assets in Latin
America. Mr. Santo Domingo is also a director of Life Time Group Holdings, Inc., an owner and operator of fitness centers
in the United States and Canada, Florida Crystals, the world’s largest sugar refiner, Caracol TV, Colombia’s leading
broadcaster, El Espectador, a leading Colombian newspaper, and Cine Colombia, Colombia’s leading film distribution and
movie theatre company. In the non-profit sector, he is Chair of the Wildlife Conservation Society and Fundación Santo
Domingo. He is also a Member of the Boards of The Metropolitan Museum of Art, The British Museum, DKMS, a foundation
dedicated to combatting leukemia and blood disorders, WNET, Mount Sinai Health System and Fundación Pies Descalzos,
a foundation focused on assisting impoverished children in Colombia. He is a member of Harvard University’s Global
Advisory Council (GAC).
2.2. Functioning
In 2022, the Board of Anheuser-Busch InBev held ten meetings, most of which were in person meetings. Two of the meetings
were held in the geographical zones in which the company has operations. On these occasions, the Board was provided
with a comprehensive briefing of the relevant geographical zone and market, which included an overview of performance,
key challenges facing the market and the steps being taken to address the challenges. These visits also provided the Board
members with the opportunity to meet with employees, trainees, consumers, customers and other stakeholders.
Other major Board agenda items in 2022 included the impact of and response to the Russia-Ukraine war; continued Covid-
19 impact and restrictions; geopolitical and macro-economic developments; the long-range plan (10YP); achievement of
targets; sales figures and brand health; reporting and budget (1YP); consolidated results; strategic direction; culture and
people, including diversity, equity & inclusion (DEI) and management succession planning; new and ongoing investment;
capital market transactions; financial profile and deleveraging; transformation initiatives; external growth and acquisitions;
marketing strategy; consumer insights; corporate social responsibility and sustainability; risk management and compliance
as well as discussions on governance and Board succession planning.
The average attendance rate at Board meetings in 2022 was 98%.
In 2022, the Board has been assisted by four Committees: the Audit Committee, the Finance Committee, the Remuneration
Committee and the Nomination Committee.
As per the date of this report, the composition of the Committees is as follows:
Audit Nomination Finance Remuneration
Committee Committee Committee Committee
Maria Asuncion Aramburuzabala
Martin J. Barrington Member Member
Michele Burns Chair Member Member
Sabine Chalmers Member
Paul Cornet de Ways Ruart Member
Grégoire de Spoelberch Chair
Claudio Garcia Chair Chair
William F. Gifford Member
Paulo Lemann Member
Xiaozhi Liu Member
Nitin Nohria Member
Alejandro Santo Domingo Member
Elio Leoni Sceti Member Member
Cecilia Sicupira Member
Alexandre Van Damme Member
In 2022, the Audit Committee met nine times. During its meetings, the Committee reviewed the financial statements of the
company, the annual report, half-yearly and quarterly statements, as well as related results announcements. The Committee
also considered issues arising from internal audits conducted by the Internal Audit department and the implementation of
the company’s Compliance Program. Obligations under the Sarbanes Oxley Act, the review of the independence of the
external auditor, the company’s data privacy and cybersecurity programs, developments in ESG reporting regulations and
a quarterly status update of significant litigation were some of the other important topics on the agenda of the Committee in
2022. The members of the Committee attended all meetings, except for Ms. Burns and Mr. Sceti each of whom was absent
at one meeting (94% average attendance rate).
FINANCE COMMITTEE
The Finance Committee met seven times in 2022. Committee discussions included treasury updates and overall risk
management strategy including, but not limited to risks related to commodities, interest rates, currencies and liquidity,
hedging policies, the debt profile and capital structure of the group, pensions and dividends. The members of the Committee
attended all meetings, except for Ms. Burns, Mr. Cornet and Mr. Nohria each of whom was absent at one meeting and Mr.
Gifford who was absent at two meetings (91% average attendance rate).
NOMINATION COMMITTEE
The Nomination Committee’s principal role is to guide the Board succession process. The Committee identifies persons
qualified to become Board members and recommends director candidates for nomination by the Board and appointment by
the shareholders’ meeting.
The Nomination Committee met six times in 2022. Discussions included the nomination of directors for appointment or
renewal, Board and Board Committee composition, management targets, the global management trainee program, DEI
initiatives and progress, and succession planning for key executive functions. The members of the Committee attended all
meetings (100% average attendance rate).
REMUNERATION COMMITTEE
In accordance with the requirements of the Belgian Companies Code, the Remuneration Committee is composed exclusively
of non-executive Board members and a majority of its members, i.e. Ms. Michele Burns and Mr. Elio Leoni Sceti, qualify as
independent directors under Belgian law.
The Remuneration Committee’s principal role is to guide the Board on decisions relating to the remuneration policies for the
Board, the CEO, the Executive Committee (ExCom) and the Senior Leadership Team (SLT) and on individual remuneration
packages of directors, the CEO and other members of the ExCom and members of the SLT.
The Remuneration Committee met eight times in 2022. Discussions included achievement of targets, Executive and Board
compensation, executive shares, restricted stock units and options schemes, Long Term Incentive grants, new
compensation models and special incentives. The members of the Committee attended all meetings, except for Mr. Leoni
Sceti who was absent at one meeting (96% attendance rate).
• effectiveness of Board and committee operations (e.g. checking that important issues are suitably prepared and
discussed, time available for discussion of important policy matters, checking availability and adequacy of pre-
read);
• the qualifications and responsibilities of individual directors (e.g. actual contribution of each director, the director’s
presence at the meetings and his/her involvement in discussions, impact of changes to the director’s other relevant
commitments outside the company);
• effectiveness of oversight of management and interaction with management;
• composition and size of the Board and committees. Examples of relevant criteria that are considered include:
− other commitments of directors: the outside Board commitments of each director enhance experience and
perspective of directors, but will be reviewed on a case-by-case basis to ensure that each director can
devote proper attention to the fulfilment of his oversight responsibilities.
− skills and previous contributions: the company expects that all directors prepare for, attend and participate
actively and constructively in all meetings; exercise their business judgment in good faith; focus their
efforts on ensuring that the company’s business is conducted so as to further the interests of the
shareholders; and become and remain well informed about the company, relevant business and economic
trends and about the principles and practices of sound Corporate Governance.
Following review and discussion of the responses, the Chairman of the Board may table proposals to enhance the
performance or effectiveness of the functioning of the Board. Advice can be requested from a third-party expert.
The evaluation of the Audit Committee is a recurring agenda item for the Committee and is performed about once a year.
This evaluation is discussed at a Committee meeting and includes assessment of its planning going forward, the
appropriateness of the time allocated to its various areas of responsibility, its composition and any areas for improvement.
Any major action points resulting therefrom are reported to the Board.
The ExCom was established with effect as from 1 January 2019 and is the successor to the former Executive Board of
Management. It reports to the CEO and works with the Board on matters such as corporate governance, general
management of our company and the implementation of corporate strategy as defined by our Board. The ExCom performs
such other duties as may be assigned to it from time to time by the CEO or the Board.
As per 1 January 2023, our Executive Committee consisted of the following members:
Michel Doukeris CEO David Almeida Chief Strategy and Technology Officer
Fernando Tennenbaum Chief Financial Officer John Blood Chief Legal and Corporate Affairs Officer
and Corporate Secretary
Michel Doukeris is AB InBev's Chief Executive Officer since 1 July 2021. Born in 1973, he is a Brazilian citizen and holds
a Degree in Chemical Engineering from Federal University of Santa Catarina in Brazil and a Master's Degree in Marketing
from Fundação Getulio Vargas, also in Brazil. He has also completed post-graduate programs in Marketing and Marketing
Strategy from the Kellogg School of Management and Wharton Business School in the United States. Mr. Doukeris joined
AB InBev in 1996 and held a number of commercial operations roles in Latin America before moving to Asia where he led
AB InBev’s China and Asia Pacific operations for seven years. In 2016 he moved to the U.S. to assume the position of global
Chief Sales Officer. Prior to his appointment as CEO, Mr. Doukeris led Anheuser-Busch and the North American business
since January 2018.
David Almeida is AB InBev's Chief Strategy and Technology Officer since 29 April 2020. Born in 1976, Mr. Almeida is a
dual citizen of the U.S. and Brazil and holds a Bachelor's Degree in Economics from the University of Pennsylvania. Most
recently, he served as Chief Strategy and Transformation Officer and before that as Chief Integration Officer and Chief Sales
Officer ad interim having previously held the positions of Vice President, U.S. Sales and of Vice President, Finance for the
North American organization. Prior to that, he served as InBev's head of mergers and acquisitions, where he led the
combination with Anheuser-Busch in 2008 and subsequent integration activities in the U.S. Before joining the group in 1998,
he worked at Salomon Brothers in New York as a financial analyst in the Investment Banking division.
Ezgi Barcenas is AB InBev’s Chief Sustainability Officer since August 2021. Born in 1984, Ms. Barcenas is a dual citizen
of Cyprus and the US and holds a bachelor's degree in Biomedical and Electrical Engineering from Vanderbilt University, a
master's degree in Environmental Health from Harvard School of Public Health and an MBA degree from The University of
Chicago Booth School of Business. Since joining the company in 2013 through the Global MBA Program, Ms. Barcenas has
held key roles within the Corporate Affairs and Procurement functions. She most recently served as the Global Vice
President of Sustainability. Prior to joining AB InBev, she worked in international trade, public health and international
development.
Lucas Herscovici is AB InBev’s Chief Direct-To-Consumer Officer since April 2022. Born in 1977, he is an Argentinean
citizen and received a Degree in Industrial Engineering from Instituto Tecnológico de Buenos Aires. Mr. Herscovici joined
the group in 2002 as a Global Management Trainee in Latin America South Zone and has built his career in Marketing and
Sales. After years of leading Sales Strategy in Argentina, he moved to the Global Headquarters and in 2011 was responsible
for opening the “Beer Garage”, AB InBev’s Global digital innovation office, based out of Palo Alto, California. After leading
Digital Marketing and Consumer connections for USA, he later became Global Marketing VP of Insights, Innovation and
Consumer Connections and held such role until 31 December 2018, when he became Chief Non-Alcohol Officer, a position
he held until August 2020. He most recently served as Chief Sales Officer until April 2022.
Nelson Jamel is AB InBev’s Chief People Officer since 29 April 2020. Born in 1972, Mr. Jamel is a Brazilian citizen and
holds a bachelor’s and master’s degree in industrial engineering from the Universidade Federal do Rio de Janeiro. His more
than 20-year journey with AB InBev has taken him from leading finance roles in Brazil to the Dominican Republic, through
Western Europe and North America. Prior to his current role, he served as the Vice President of Finance and Technology
for the North America Zone.
Jean Jereissati Neto is AB InBev’s CEO South America Zone and CEO of Ambev. Born in 1974, he is a Brazilian citizen
and received a Degree in Business Administration from Fundação Getúlio Vargas (FGV) and an Executive Education at
Insead and Wharton. Mr. Jereissati joined Ambev in 1998 and held various positions in Sales and Trade Marketing prior to
becoming CEO of Cerveceria Nacional Dominicana, in 2013, making a successful integration with CND. In 2015, he joined
Asia and Pacific North Zone to become Business Unit President for China and in 2017 he was appointed Zone President of
the Zone, leading one of the most complex and fast-growing business. Most recently, Mr Jereissati held the role of Business
Unit President for Brazil.
Peter Kraemer is AB InBev's Chief Supply Officer. Born in 1965, he is a U.S. citizen. A fifth-generation Brewmaster and
native of St. Louis, Mr. Kraemer holds a Bachelor's degree in Chemical Engineering from Purdue University and a Master's
degree in Business Administration from St. Louis University. He joined Anheuser-Busch 34 years ago and has held various
brewing positions over the years, including Group Director of Brewing and Resident Brewmaster of the St. Louis brewery.
In 2008, Mr. Kraemer became Vice President, Supply, for AB InBev's North America Zone, leading all brewery operations,
quality assurance, raw materials and product innovation responsibilities. He was appointed Chief Supply Officer of AB InBev
in March 2016.
Jason Warner is AB InBev’s CEO Europe Zone since 1 January 2019. Born in 1973, he is a dual British and U.S. citizen
and received a BSc Eng Hons Industrial Business Studies degree from DeMontfort University in the United Kingdom. Prior
to his current role, he was Business Unit President for North Europe between 2015 and 2018. He joined AB InBev in July
2009 as Global VP Budweiser, based in New York, before moving into a dual role of Global VP Budweiser and Marketing
VP. He has also held Global VP roles for Corona as well as Innovation and Renovation. Prior to joining AB InBev, he held
various positions at The Coca-Cola Company and Nestlé.
Brendan Whitworth is AB InBev’s CEO North America Zone and CEO of Anheuser-Busch since 1 July 2021. Born in 1976,
he is a US citizen and holds an MBA degree from Harvard Business School. Prior to his current role, he was Chief Sales
Officer of Anheuser-Busch. Mr. Whitworth joined AB InBev in 2013 as a Global Sales Director and went on to hold various
commercial leadership positions in the U.S., including Vice President U.S. Trade Marketing, and Vice President Sales U.S.
Northeast Region. Prior to joining AB InBev, Mr. Whitworth held a series of U.S. commercial leadership roles at PepsiCo
Frito-Lay. He also served in the US Marine Corps and Central Intelligence Agency.
The company has established and operates its internal control and risk management systems based on guidelines issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The internal control system is based
upon COSO’s Internal Control – Integrated Framework of 2013 and the risk management system is based on COSO’s
Enterprise Risk Management Framework of 2017.
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of company assets;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with IFRS;
• provide reasonable assurance that receipts and expenditures are being made only in accordance with authorization
of management and directors of the company; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of assets that could have a material effect on the consolidated financial statements.
Internal control over financial reporting includes the assessment of the relevant risks and the identification and monitoring
of key controls and actions taken to correct deficiencies as identified. Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
Senior management assessed the effectiveness of the company’s internal control over financial reporting as of 31 December
2022. As indicated above, management based this assessment on criteria for effective internal control over financial
reporting described in “Internal Control — Integrated Framework” issued by COSO in May 2013. The assessment included
an evaluation of the design of the company’s internal control over financial reporting and testing of its operational
effectiveness. Based on this assessment, it was determined that, as of 31 December 2022, the company maintained
effective internal control over financial reporting.
The Board of Directors and the Audit Committee reviewed management’s assessment. The review related among other
things to ensuring that there are no significant deficiencies or material weaknesses in the design or operation of internal
controls over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process,
summarize and report financial information, and to the existence of any fraud, whether or not material, that involves
management or other employees who have a significant role in the company’s internal control over financial reporting.
5.3 Compliance
AB InBev has an Ethics & Compliance Program which fosters a culture of ethics, integrity and lawful behavior. This program
includes a Code of Business Conduct and the Anti-Corruption Policy, which are available on the company’s website and
intranet. The Ethics & Compliance Program further promotes compliance with applicable laws and regulations and the
completion of a periodic certification by management of compliance with the Code of Business Conduct.
A set of internal controls and a data analytics tool have been implemented and are periodically assessed by the Global and
Local Ethics & Compliance Committees and the Audit Committee.
The Global Ethics & Compliance Committee, chaired by the company’s Global Head of Ethics & Compliance, assesses
regulatory, ethical and compliance risks for the company from a global perspective and provides strategic direction for the
activities of the Ethics and Compliance function. On a quarterly basis, the Global Ethics & Compliance Committee reviews
the operation of the Compliance Program and follows-up on reports submitted through the company’s Compliance Helpline
(whistle-blowing platform). In addition to the Global Ethics & Compliance Committee, each Zone has its own Local Ethics &
Compliance Committee, which addresses local ethics and compliance matters.
The Audit Committee reviews the operation of the Ethics & Compliance Program and the results of any compliance reviews
or reports submitted through the company’s global Compliance Helpline. On a regular basis, the Audit Committee also
reviews the significant legal, compliance and regulatory matters that may have a material effect on the financial statements
or the company’s business, including material notices to or inquiries received from governmental agencies. In addition, the
Board of Directors dedicated time in 2022 to a review of the company’s compliance function and programs, including in the
areas of data privacy and cybersecurity.
(1) Holding percentages are calculated on the basis of the total number of shares in issue, excluding treasury shares (1,983,786,137). As at 31 December
2022, there were 2,019,241,973 shares in issue including 35,455,836 Ordinary Shares held in treasury by AB InBev and certain of its subsidiaries.
(2) In addition to the Restricted Shares listed above, Altria Group Inc. announced in its Schedule 13D beneficial ownership report on 11 October 2016 that,
following completion of the business combination with SAB, it purchased 11,941,937 Ordinary Shares in the company. Finally, Altria Group Inc. further
increased its position of Ordinary Shares in the company to 12,341,937, as disclosed in the Schedule 13D beneficial ownership report filed by Stichting
dated 1 November 2016, implying an aggregate ownership of 9.95% based on the number of shares with voting rights as at 31 December 2022.
(3) In addition to the Restricted Shares listed above, Bevco Lux Sàrl announced in a notification made on 17 January 2017 in accordance with the Belgian
law of 2 May 2007 on the notification of significant shareholdings, that it purchased 4,215,794 Ordinary Shares in the company. Bevco Lux Sàrl disclosed
to us that it increased its position of Ordinary Shares in the company to an aggregate of 6,000,000 Ordinary Shares, resulting in an aggregate ownership
of 5.19% based on the number of shares with voting rights as at 31 December 2022.
Pursuant to the terms of the 2016 Shareholders’ Agreement, BRC and EPS/EPS Participations jointly and equally exercise
control over the Reference Shareholder and the Shares held by the Reference Shareholder. The Reference Shareholder is
managed by an eight-member board of directors and each of BRC and EPS/EPS Participations have the right to appoint
four directors to the Reference Shareholder board of directors. Subject to certain exceptions, at least seven of the eight
Reference Shareholder directors must be present or represented in order to constitute a quorum of the Reference
Shareholder board, and any action to be taken by the Reference Shareholder board of directors will, subject to certain
qualified majority conditions, require the approval of a majority of the directors present or represented, including at least two
directors appointed by BRC and two directors appointed by EPS/EPS Participations. Subject to certain exceptions, all
decisions of the Reference Shareholder with respect to the Shares it holds, including how such Shares will be voted at
shareholders’ meetings of AB InBev (Shareholders’ Meetings), will be made by the Reference Shareholder board of
directors.
The 2016 Shareholders’ Agreement requires the Reference Shareholder board of directors to meet prior to each
shareholders’ meeting of AB InBev to determine how the Shares held by the Reference Shareholder are to be voted.
The 2016 Shareholders’ Agreement requires EPS, EPS Participations, BRC and Rayvax, as well as any other holder of
certificates issued by the Reference Shareholder, to vote their Shares in the same manner as the Shares held by the
Reference Shareholder. The parties agree to effect any free transfers of their Shares in an orderly manner of disposal that
Pursuant to the 2016 Shareholders’ Agreement, the Reference Shareholder board of directors will propose to the
shareholders’ meeting of AB InBev nine candidates for appointment to the Board, among which each of BRC and EPS/EPS
Participations will have the right to nominate four candidates, and one candidate will be nominated by the Reference
Shareholder board of directors.
The 2016 Shareholders’ Agreement will remain in effect for an initial term until 27 August 2034. It will be automatically
renewed for successive terms of ten years each unless, not later than two years prior to the expiration of the initial or any
successive ten-year term, either party to the 2016 Shareholders' Agreement notifies the other of its intention to terminate
the 2016 Shareholders’ Agreement.
• the Reference Shareholder is required to exercise the voting rights attached to its Ordinary Shares to give effect to
the directors’ appointment principles set out in articles 19 and 20 of the Articles of Association of the company;
• each Restricted Shareholder is required to exercise the voting rights attached to its Ordinary Shares and Restricted
Shares, as applicable, to give effect to the directors’ appointment principles set out in articles 19 and 20 of the
Articles of Association; and
• each Restricted Shareholder is required not to exercise the voting rights attached to its Ordinary Shares and
Restricted Shares, as applicable, in favour of any resolutions which would be proposed to modify the rights attached
to Restricted Shares, unless such resolution has been approved by a qualified majority of the holders of at least
75% of the Restricted Shareholder Voting Shares (as defined in the Articles of Association).
Generally, there is no quorum requirement for a shareholders’ meeting and decisions will be taken by a simple majority vote
of shares present or represented. However, certain matters will require a larger majority and/or a quorum. These include
the following:
i. any amendment to the Articles of Association (except the amendments to the corporate purpose or the transformation
of the legal form of the company), including inter alia, reductions or increases of the share capital of the company (except
for capital increases decided by the Board pursuant to the authorized capital) or any resolution relating to a merger or
demerger of the company require the presence in person or by proxy of shareholders holding an aggregate of at least
v. any acquisition or disposal of tangible assets by the company for an amount higher than the value of one third of the
company’s consolidated total assets as reported in its most recent audited consolidated financial statements requires
the approval of a qualified majority of at least 75% of the votes cast at the meeting (without taking abstentions into
account), but there is no minimum quorum requirement.
As an additional rule, in the event of (i) a contribution in kind to the company with assets owned by any person or entity
which is required to file a transparency declaration pursuant to applicable Belgian law or a subsidiary (within the meaning of
article 1:15 of the Belgian Companies Code) of such person or entity, or (ii) a merger of the company with such a person or
entity or a subsidiary of such person or entity, then such person or entity and its subsidiaries shall not be entitled to vote on
the resolution submitted to the shareholders’ meeting to approve such contribution in kind or merger.
TRANSFERABILITY OF SHARES
Ordinary Shares are freely transferable.
As far as Restricted Shares are concerned, until 10 October 2021, no Restricted Shareholder was able, in each case directly
or indirectly, to transfer, sell, contribute, offer, grant any option on, otherwise dispose of, pledge, charge, assign, mortgage,
grant any lien or any security interest on, enter into any certification or depository arrangement or enter into any form of
hedging arrangement with respect to, any of its Restricted Shares or any interests therein or any rights relating thereto, or
enter into any contract or other agreement to do any of the foregoing, except in the specific instances set out in the Articles
of Association in connection with transactions with Affiliates and Successors or in relation with Pledges. Each of the terms
Affiliates, Successors and Pledge is defined in the Articles of Association. Since 11 October 2021, these transfer restrictions
are no longer applicable, but Restricted Shares shall automatically convert into Ordinary Shares (on a one-for-one basis)
upon any transfer, sale, contribution or other disposal of Restricted Shares as set out below.
CONVERSION
Voluntary conversion
Since 11 October 2021, each Restricted Shareholder has the right to convert all or part of its holding of Restricted Shares
into Ordinary Shares at its election at any time.
Automatic conversion
The Restricted Shares shall automatically convert into Ordinary Shares in the situations set out in article 7.6. of the Articles
of Association, i.e.:
• upon any transfer, sale, contribution or other disposal, except as set out in article 7.6 (a) of the Articles of Association
in connection with transactions with Affiliates and Successors or in relation with Pledges;
• immediately prior to the closing of a successful public takeover bid for all shares of the company or the completion of
a merger of Anheuser-Busch InBev as acquiring or disappearing company, in circumstances where the shareholders
directly or indirectly, controlling or exercising directly or indirectly joint control over AB InBev immediately prior to such
takeover bid or merger will not directly or indirectly control, or exercise joint control over, AB InBev or the surviving
entity following such takeover bid or merger; or
• upon the announcement of a squeeze-out bid for the outstanding shares of the company, in accordance with article
7:82 of the Belgian Companies Code.
In accordance with article 7:151 of the Belgian Companies Code, clause 17 (Mandatory Prepayment) of the Restated
Facilities Agreement was approved by the annual shareholders’ meeting of the Company held on 28 April 2021. Similar
clauses were, in respect of the Original Facilities Agreement, approved by the shareholders meeting of old Anheuser-Busch
InBev SA/NV on 27 April 2010 and 27 April 2016 in accordance with the then Article 556 of the 2009 Belgian Companies
Code.
As of 31 December 2022, no drawdowns were outstanding under the Original Facilities Agreement.
The change of control provision above is included in the Final Terms of:
• the 750,000,000 Euro 7.375% Notes due 2013 (Redeemed on 30 January 2013), the 600,000,000 Euro 8.625%
Notes due 2017 (Redeemed on 9 December 2016) and the 550,000,000 GBP 9.75% Notes due 2024, each issued
by the company in January 2009;
• the 750,000,000 Euro 6.57% Notes due 2014, issued by the company in February 2009 (Redeemed on 27 February
2014);
• the 50,000,000 Euro FRN Notes that bear an interest at a floating rate of 3 month EURIBOR plus 3.90 %, issued by
the company in April 2009 (Redeemed on 9 April 2014);
• the 600,000,000 CHF 4.50% Notes due 2014 (Redeemed on 11 June 2014), issued by Brandbrew SA in June 2009
(with a guarantee by the company);
• the 250,000,000 Euro 5.75% Notes due 2015 (Redeemed on 22 June 2015) and the 750,000,000 GBP 6.50% Notes
due 2017 (Redeemed in June 2017), each issued by the company in June 2009; and
• the 750,000,000 Euro 4% Notes due 2018 (Redeemed in April 2018), issued by the company in April 2010.
The series of Notes referred to in the above paragraph were issued pursuant to the 10,000,000,000 Euro initial Euro Medium
Term Note Programme dated 16 January 2009 or the 15,000,000,000 Euro updated Euro Medium Term Note Programme
dated 24 February 2010 (as applicable). The relevant change of control provisions contained in the Final Terms of such
series of Notes were submitted to, and approved by, the shareholders meetings of the old Anheuser-Busch InBev held on
28 April 2009 and 27 April 2010, respectively.
There is no change of control clause included in the Final Terms of any series of Notes issued pursuant to the EMTN
Programme by the company and/or Brandbrew SA after April 2010.
As a result of the update of the EMTN Programme on 22 August 2013 the Terms & Conditions of the updated EMTN
Programme no longer provide for a Redemption at the option of the Noteholders (Change of Control Put).
In May 2016, the old Anheuser-Busch InBev invited Noteholders of certain outstanding series of Notes issued under the
EMTN Programme prior to 2016 (the "Notes") to consider certain amendments to the terms and conditions applicable to
those Notes (the "Participation Solicitation"). The Participation Solicitation was undertaken to avoid any suggestion that the
combination with SAB could be interpreted as a cessation of business (or a threat to do so), winding up or dissolution of the
old Anheuser-Busch InBev.
3. US DOLLAR NOTES
In accordance with article 556 of the 2009 Belgian Companies Code, the shareholders meeting of the old Anheuser-Busch
InBev approved on 26 April 2011 (i) the Change of Control Clause of the USD 3,250,000,000 Notes issued on 29 and 26
March 2010, consisting of USD 1,000,000,000 2.50 % Notes due 2013 (Exchanged for Registered Notes in an exchange
offer that closed on 2 September 2010 and redeemed on 26 March 2013), USD 750,000,000 3.625 % Notes due 2015
(Exchanged for Registered Notes in an exchange offer that closed on 2 September 2010 and redeemed on 15 April 2015),
USD 1,000,000,000 5.00 % Notes due 2020 (Exchanged for Registered Notes in an exchange offer that closed on 2
September 2010 and redeemed on 6 June 2018) and USD 500,000,000 Floating Rate Notes due 2013 (Exchanged for
Registered Notes in an exchange offer that closed on 2 September 2010 and redeemed on 26 March 2013) (the
“Unregistered Notes issued in March 2010”), (ii) the Change of Control Clause of the USD 3,250,000,000 Registered Notes
issued in September 2010, consisting of USD 1,000,000,000 2.50 % Notes due 2013 (Redeemed on 26 March 2013), USD
750,000,000 3.625 % Notes due 2015 (Redeemed on 15 April 2015), USD 1,000,000,000 5.00 % Notes due 2020
(Redeemed on 6 June 2018) and USD 500,000,000 Floating Rate Notes due 2013 (Redeemed on 26 March 2013) and
offered in exchange for corresponding amounts of the corresponding Unregistered Notes issued in March 2010, in
accordance with a US Form F-4 Registration Statement pursuant to an exchange offer launched by Anheuser-Busch InBev
Worldwide Inc. in the U.S. on 5 August 2010 and expired on 2 September 2010 (the “Registered Notes issued in September
2010”), (iii) the Change of Control Clause of the USD 8,000,000,000 Registered Notes issued in March 2011, consisting of
USD 1,250,000,000 7.20% Notes due 2014 (Redeemed on 20 June 2011), USD 2,500,000,000 7.75% Notes due 2019
(Redeemed on 19 March 2018) and USD 1,250,000,000 8.20% Notes due 2039, USD 1,550,000,000 5.375 % Notes due
2014 (Redeemed on 15 November 2014), USD 1,000,000,000 6.875 % Notes due 2019 (Redeemed on 15 November 2019)
and USD 450,000,000 8.00 % Notes due 2039 and offered in exchange for corresponding amounts of the corresponding
Unregistered Notes issued in January 2009 and of the corresponding Unregistered Notes issued in May 2009, in accordance
with a US Form F-4 Registration Statement pursuant to an exchange offer launched by Anheuser-Busch InBev Worldwide
Inc. in the U.S. on 11 February 2011 and expired on 14 March 2011 (the “Registered Notes issued in March 2011”), whereby
each of the Unregistered Notes issued in March 2010, the Registered Notes issued in September 2010 and the Registered
Notes issued in March 2011 were issued by Anheuser-Busch InBev Worldwide Inc. with an unconditional and irrevocable
guarantee as to payment of principal and interest from the old Anheuser-Busch InBev, and (iv) any other provision applicable
to the Unregistered Notes issued in March 2010, the Registered Notes issued in September 2010 and the Registered Notes
issued in March 2011 granting rights to third parties which could affect the company’s assets or could impose an obligation
on the company where in each case the exercise of those rights is dependent on the launch of a public take-over bid over
the shares of the company or on a “Change of Control” (as defined in the Offering Memorandum with respect to the
Unregistered Notes, as the case may be, and in the Registration Statement with respect to the Registered Notes). Pursuant
to the Offering Memorandum and Registration Statement (a) “Change of Control” means “any person or group of persons
acting in concert (in each case other than Stichting Anheuser-Busch InBev or any existing direct or indirect certificate holder
or certificate holders of Stichting Anheuser-Busch InBev) gaining Control of the company provided that a change of control
shall not be deemed to have occurred if all or substantially all of the shareholders of the relevant person or group of persons
are, or immediately prior to the event which would otherwise have constituted a change of control were, the shareholders of
the company with the same (or substantially the same) pro rata interests in the share capital of the relevant person or group
of persons as such shareholders have, or as the case may be, had, in the share capital of the company”, (b) “Acting in
concert” means “a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively
cooperate, through the acquisition directly or indirectly of shares in the company by any of them, either directly or indirectly,
to obtain Control of the company”, and (c) “Control” means the “direct or indirect ownership of more than 50 per cent of the
share capital or similar rights of ownership of the company or the power to direct the management and the policies of the
company whether through the ownership of share capital, contract or otherwise”.
The Change of Control clause grants to any Noteholder, in essence, the right to request the redemption of his Notes at a
repurchase price in cash of 101% of their principal amount (plus interest accrued) upon the occurrence of a Change of
Control and a related downgrade in the Notes to sub-investment grade.
• the USD 5,000,000,000 Notes, consisting of USD 1,250,000,000 7.20% Notes due 2014 (Exchanged for
Registered Notes in an exchange offer that closed on 14 March 2011 and redeemed on 20 June 2011), USD
2,500,000,000 7.75% Notes due 2019 (Exchanged for Registered Notes in an exchange offer that closed on 14
March 2011 and redeemed on 19 March 2018) and USD 1,250,000,000 8.20% Notes due 2039 (Exchanged for
Registered Notes in an exchange offer that closed on 14 March 2011), each issued in January 2009 by Anheuser-
Busch InBev Worldwide Inc. with an unconditional and irrevocable guarantee as to payment of principal and interest
from Anheuser-Busch InBev SA/NV (the “Unregistered Notes issued in January 2009”).
A similar change of control provision was approved by the shareholders’ meeting of the old Anheuser-Busch InBev on 27
April 2010 with respect to:
• the USD 3,000,000,000 Notes issued in May 2009, consisting of USD 1,550,000,000 5.375 % Notes due 2014
(Exchanged for Registered Notes in an exchange offer that closed on 14 March 2011 and redeemed on 15
November 2014), USD 1,000,000,000 6.875 % Notes due 2019 (Redeemed on 15 November 2019) and USD
450,000,000 8.00 % Notes due 2039 (the “Unregistered Notes issued in May 2009”) each issued by Anheuser-
Busch InBev Worldwide Inc. with an unconditional and irrevocable guarantee as to payment of principal and interest
from the old Anheuser-Busch InBev.
• the USD 5,500,000,000 Notes issued in October 2009, consisting of USD 1,500,000,000 3.00 % Notes due 2012
(Exchanged for Registered Notes in an exchange offer that closed on 05 February 2010 and redeemed on 15
October 2012), USD 1,250,000,000 4.125 % Notes due 2015 (Exchanged for Registered Notes in an exchange
offer that closed on 5 February 2010 and redeemed on 15 January 2015), USD 2,250,000,000 5.375 % Notes due
2020 (exchanged for Registered Notes in an exchange offer that closed on 5 February 2010 and redeemed on 23
April 2018) and USD 500,000,000 6.375 % Notes due 2040 (exchanged for Registered Notes in an exchange offer
that closed on 5 February 2010 and partially exchanged for a combination of Unregistered Notes and cash in an
exchange offer that closed on 6 April 2017) (the “Unregistered Notes issued in October 2009”) each issued by
Anheuser-Busch InBev Worldwide Inc. with an unconditional and irrevocable guarantee as to payment of principal
and interest from the old Anheuser-Busch InBev.
• the USD 5,500,000,000 Registered Notes issued in February 2010, consisting of USD 1,500,000,000 3 % Notes
due 2012 (Redeemed on 15 October 2012), USD 1,250,000,000 4.125 % Notes due 2015 (Redeemed on 15
January 2015), USD 2,250,000,000 5.375 % Notes due 2020 (redeemed on 23 April 2018) and USD 500,000,000
6.375 % Notes due 2040 (partially exchanged for a combination of Unregistered Notes and cash in an exchange
offer that closed on 6 April 2017) and offered in exchange for corresponding amounts of the corresponding
Unregistered Notes issued in October 2009, in accordance with a US Form F-4 Registration Statement pursuant
to an exchange offer launched by Anheuser-Busch InBev Worldwide Inc. in the US on 8 January 2010 and expired
on 5 February 2010 (the “Registered Notes issued in February 2010”) each issued by Anheuser-Busch InBev
Worldwide Inc. with an unconditional and irrevocable guarantee as to payment of principal and interest from the
old Anheuser-Busch InBev.
The US Dollar Notes have been transferred to the company as a result of the merger between Anheuser-Busch InBev
(formerly “Newbelco”) and the old AB InBev, which took place on 10 October 2016 in the framework of the combination with
SAB.
AB InBev’s compensation framework is based on meritocracy and a sense of ownership with a view to aligning the interests
of employees with the interests of shareholders. The Remuneration Committee takes into account the compensation of the
employees when preparing the remuneration policy applicable to the directors, the members of the ExCom and the other
members of the SLT. Particularly, the Committee discusses and assesses key areas of remuneration policy for the wider
workforce throughout the year, the annual bonus pool and resulting pay outcomes for employees across the workforce and
any material changes to the structure of workforce compensation.
The Remuneration Committee prepares (and revises as the case may be) the remuneration policy and the remuneration
report.
In exceptional circumstances, the company may temporarily derogate from the remuneration policy. These exceptional
circumstances cover situations in which the derogation is necessary to serve the long-term interests and sustainability of
the company as a whole or to assure its viability. Such derogation requires the approval of both the Remuneration Committee
and the Board of Directors. The remuneration report relating to the relevant financial year will include information on any
derogation, including its justification.
As noted above, the Remuneration Committee is composed exclusively of non-executive directors and a majority of its
members qualify as independent directors. This helps to prevent conflicts of interest regarding the establishment,
amendments and implementation of the remuneration policy in relation to the CEO and ExCom members. The CEO and the
Chief People Officer do not take part in any discussions or deliberations of the Remuneration Committee related to their
remuneration. The Remuneration Committee can hold in camera sessions without management being present whenever it
deems appropriate to do so.
In addition, the power to approve the remuneration policy, prior to its submission to the shareholders’ meeting, and the
determination of the remuneration of the CEO and the ExCom and SLT members is vested with the Board upon
recommendation of the Remuneration Committee. No member of the ExCom is at the same time a member of the Board.
As regards the remuneration of the directors, all decisions are adopted by the shareholders’ meeting.
A. Remuneration governance
The Remuneration Committee recommends the remuneration for directors, including the chairperson and the directors
sitting on one or more of the Board committees. In so doing, it benchmarks from time to time directors’ remuneration against
peer companies, as the case may be, with the assistance of an independent consulting firm. These recommendations are
subject to approval by the Board and, subsequently, by the shareholders at the annual general meeting.
In addition, the Board sets and revises, from time to time, the rules and level of compensation for directors carrying out a
special mandate and the rules for reimbursement of directors’ business-related out-of-pocket expenses.
The shareholders’ meeting may from time to time revise the directors’ remuneration upon recommendation of the
Remuneration Committee.
C. Other
The company is prohibited from making loans to directors, whether for the purpose of exercising options or for any other
purpose (except for routine advances for business-related expenses in accordance with the company’s rules for
reimbursement of expenses).
The company does not provide pensions, medical benefits or other benefit programs to directors.
To promote alignment with market practice, executives’ total compensation is reviewed overall against benchmarks. These
benchmarks are collected by independent compensation consultants, in relevant industries and geographies. For
benchmarking, a custom sample of over 20 global leading peer companies (the Compensation Peer Group) is used when
available. The Compensation Peer Group is comprised of companies with a similar size to AB InBev, with the majority of
them belonging to the consumer goods sector, and each shares a complex and diverse business model and operates in
talent and labor markets similar to AB InBev.
The Compensation Peer Group is set by the Remuneration Committee upon the advice of an independent compensation
consultant. It may be revised from time to time as the company evolves. The Compensation Peer Group that is used as the
benchmark for a given financial year will be detailed in the Remuneration Report for such financial year.
If Compensation Peer Group data is not available for a given role, Fortune 100 companies’ data is used.
Executives’ total compensation at target is intended to be 10% above the third quartile.
a. Base salary
Executives’ base salaries are intended to be aligned with mid-market levels for the appropriate market. Mid-market means
that, for a similar job in the market, 50% of companies in that market pay more and 50% of companies pay less.
The target variable performance-related compensation (bonus) is expressed as a percentage of the market reference salary
applicable to the executive. The on-target bonus percentage currently theoretically amounts to maximum 200% of the market
reference salary for members of the ExCom and 340% for the CEO. Company performance below or above target will result
in a bonus payout that is lower or higher than the theoretical on-target amount, subject to a cap. An additional incentive of
20% on a bonus amount may be awarded by the Remuneration Committee in the case of exceptional circumstances.
The effective payout of variable performance-related compensation (bonus) is directly correlated with performance, i.e.
linked to the achievement of total company, business unit and individual targets, all of which are based on performance
metrics. If executives do not achieve their individual target hurdle, no bonus is earned irrespective of whether the total
company and/or relevant business units achieve their targets. If, on the other hand, the total company and/or relevant
business unit targets are not achieved, a limited portion of the bonus is payable to executives if they achieve their individual
target hurdle.
• EBITDA (organic)
• Cash Flow Generation
• Net Revenue Growth
• Market Share
• Sustainability targets
These performance metrics may evolve over time. The metrics and the relative weight attributed to each of them are set by
the Board annually taking into account the company’s strategic priorities. Further details on the metrics for a given financial
year are included in the remuneration report for such year.
Individual performance targets of the CEO and the other members of the ExCom may consist of financial and non-financial
targets. Individual financial targets can, for example, be related to EBITDA, net revenue, capex, resource allocation and net
debt ratios. Examples of individual non-financial targets include brand development, operations and innovation, sustainability
and other elements of corporate social responsibility, corporate reputation and compliance/ethics. Typical individual
performance measures in the non-financial areas relate to employee engagement, talent pipeline, sustainability goals and
compliance, and are linked to the achievement of the company’s strategic objectives.
The target achievement for each of the performance metrics and business and personal objectives is assessed by the
Remuneration Committee on the basis of accounting and financial data and other objective criteria. A weighted performance
score is translated into a payout curve with a cap, subject to a hurdle of achievement for individual targets. The hurdle is set
at the minimum acceptable level of individual performance to trigger eligibility for a bonus pay-out.
The variable performance-related compensation (bonus) is usually paid annually in arrears after the publication of the
company’s full year results, in or around March of the relevant year. Exceptionally, it may be paid out semi-annually at the
discretion of the Board. In such case, the first half of the variable compensation is paid shortly after publication of the half
year results and the second half is paid after publication of the full year results.
Executives receive their variable performance-related compensation (bonus) in cash but are encouraged to invest some (up
to 60%) or all of its value in company shares (Voluntary Shares).
Voluntary Shares are:
Executives who invest in Voluntary Shares also receive one and a half matching shares from the company for each voluntary
share invested up to a limited total percentage (60%) of each executive’s variable compensation. These matching shares
are also delivered in the form of Restricted Stock Units (Matching Shares).
The Restricted Stock Units relating to the Matching Shares and the Discounted Shares vest over a three-year period. No
performance conditions apply to the vesting of the Restricted Stock Units. However, Restricted Stock Units will only be
granted under the double condition that the executive:
• has earned a variable compensation, which is subject to the successful achievement of total company, business
unit and individual performance targets (performance condition); and
• has agreed to reinvest all or part of his/her variable compensation in company shares, which are subject to a lock-
up as indicated above (ownership condition).
Specific forfeiture rules apply in the event the executive leaves the company before the vesting date of the Restricted Stock
Units.
• for the variable remuneration to be paid out based on the achievement of annual targets without staggering its
grant or payment over a three-year period. However, as indicated above, executives are encouraged to invest
some or all of their variable compensation in company Voluntary Shares. Such voluntary investment also leads to
a grant of Matching Shares in the form of Restricted Stock Units, which vest over a three-year period, promoting
sustainable long-term performance; and
• for the Voluntary Shares granted under the share-based compensation plan to vest at their grant, instead of
applying a vesting period of minimum three years. Nonetheless, the Voluntary Shares are subject to a lock-up
period of three years.
c. Long-term incentives
Annual long-term incentives
Subject to management’s assessment of the executive’s performance and future potential, members of our senior
management may be eligible for an annual long-term incentive paid out in Restricted Stock Units, Performance Stock Units
and/or stock options. Any grant of annual long-term incentives to members of the ExCom and SLT is subject to Board
approval, upon recommendation of the Remuneration Committee. Grants to executives of a certain seniority, including
members of the ExCom and SLT, will primarily take the form of a combination of Restricted Stock Units and Performance
Stock Units.
Long-term Restricted Stock Units have the following features:
• a grant value determined on the basis of the market price or an average market price of the share at the time of
grant;
• upon vesting, each Restricted Stock Unit entitles its holder to acquire one share;
• the Restricted Stock Units cliff vest over a three-year period; and
• in the event the executive leaves the company before the vesting date, specific forfeiture rules will apply.
Long-term Performance Stock Units have the following features:
• a grant value determined on the basis of the market price or an average market price of the share at the time of
grant;
• the Performance Stock Units cliff vest over a three-year period;
• upon vesting of the Performance Stock Units, the number of shares to which the holders thereof shall be entitled
shall depend on a performance test measuring (on a percentile basis) the company’s three-year Total Shareholder
Return (TSR) relative to the TSR realized for that period by a representative sample of listed companies belonging
to the consumer goods sector. The number of shares to which such Units entitle their holders is subject to a hurdle
and cap; and
• in the event the executive leaves the company before the vesting date, specific forfeiture rules will apply.
Long-term incentive stock options have the following features:
• an exercise price equal to the market price or an average market price of the share at the time of grant;
• a maximum lifetime of 10 years and an exercise period that starts after five years;
• upon exercise, each option entitles the option holder to purchase one share;
• the options cliff vest after five years; and
• in the event of termination of service before the vesting date, specific forfeiture rules will apply.
Grants will primarily take the form of Restricted Stock Units. Any grant of exceptional long-term incentives to members of
the ExCom and SLT is subject to Board approval, upon recommendation of the Remuneration Committee.
The following historic exceptional long-term incentive plans are listed by way of example:
1. 2020 Incentive Plan: options could be granted to selected members of the senior management of the company,
who were considered to be instrumental in helping the company to achieve its ambitious growth target.
Each option gave the grantee the right to purchase one existing share. An exercise price was set at an amount
equal to the market price of the share at the time of grant. The options had a duration of 10 years as from granting
and would vest after five years. The options would only become exercisable provided a performance test was met
by the company. This performance test was based on a net revenue amount which had to be achieved by 31
December 2022 at the latest.
2. Integration Incentive Plan: options could be granted to selected members of the senior management of the
company considering the significant contribution that these employees could make to the success of the company
and the achievement of integration benefits.
Each option gave the grantee the right to purchase one existing AB InBev share. The exercise price of the options
was set at an amount equal to the market price of the share at the time of grant. The options had a duration of 10
years from grant and would vest on 1 January 2022 and would only become exercisable provided a performance
test was met by the company by 31 December 2021 at the latest. This performance test was based on an EBITDA
compounded annual growth rate target and could be complemented by additional country or zone specific or
function specific targets. Specific forfeiture rules applied if the employee left the company before the performance
test achievement or vesting date.
3. Incentive Plan for SAB employees: options could be granted to employees of former SAB. The grant resulted
from the commitment that the company made under the terms of the combination with SAB that it would, for at least
one year, preserve the terms and conditions for employment of all employees that remain with the group.
Each option gives the grantee the right to purchase one existing AB InBev share. The exercise price of the options
is set at an amount equal to the market price of the share at the time of grant. The options have a duration of 10
years as from granting and vest after three years. Specific forfeiture rules apply if the employee leaves the company
before the vesting date.
4. Long Run Stock Options Incentive Plan: options can be granted to selected members of the company’s senior
management to incentivize and retain senior leaders who are considered to be instrumental in achieving the
company’s ambitious long-term growth agenda over the next 10 years. Each option gives the grantee the right to
purchase one existing share. The exercise price of the options is set at the closing share price on the day preceding
the grant date. The options have a duration of 15 years as from granting and, in principle, vest after 5 or 10 years.
The options only become exercisable provided a performance test is met by the company. This performance test
is based on an organic EBITDA compounded annual growth rate target. Specific forfeiture rules apply if the
employee leaves the company before the performance test achievement or vesting date.
Upon recommendation of the Remuneration Committee, the Board can implement similar exceptional long-term incentive
plans.
Two programs which are aimed at maintaining consistency of benefits granted to executives and encouraging the
international mobility of executives while complying with all legal and tax obligations are in place:
1. The Exchange program: under this program, the vesting and transferability restrictions of the Series A options
granted under the November 2008 Exceptional Option Grant and of the options granted under the April 2009
Exceptional Option Grant could be released, e.g. for executives who moved to the United States. These executives
were then offered the possibility to exchange their options for ordinary AB InBev shares that remained locked up
until 31 December 2018 (five years longer than the original lock-up period). Since the Series A options granted
under the November 2008 Exceptional Option Grant and the options granted under the April 2009 Exceptional
Option Grant vested on 1 January 2014, the Exchange program is no longer relevant for these options. Instead,
the Exchange program has now become applicable to the Series B options granted under the November 2008
Exceptional Option Grant. Under the extended program, executives who are relocated, e.g. to the United States,
can be offered the possibility to exchange their Series B options for ordinary Anheuser-Busch shares that, in
principle, remain locked up until 31 December 2023 (five years longer than the original lock-up period). As a variant
to this program, the Board also approved the recommendation of the Remuneration Committee to allow the early
release of the vesting conditions of the Series B options granted under the November 2008 Exceptional Option
Grant for executives who are relocated, e.g. to the United States. The shares that result from the exercise of the
options must, in principle, remain blocked until 31 December 2023.
d. Pension schemes
Our executives participate in Anheuser-Busch InBev’s pension schemes in either the United States, Belgium or their home
country. These schemes are in line with predominant market practices in the respective countries. They may be defined
benefit plans or defined contribution plans.
e. Other benefits
The company is prohibited from making loans to members of the ExCom or SLT, whether for the purpose of exercising
options or for any other purpose (except for routine advances for business-related expenses in accordance with the
company’s rules for reimbursement of expenses).
Executives and their family are eligible to participate in the Employer’s Executive benefit plans (including medical and
hospitalization, death and disability plans) in effect from time to time, in line with the predominant market practices.
A. General overview
a. Cash remuneration
The fixed annual fee of the directors amounts to EUR 75,000, except for the chairperson of the Board and the chairperson
of the Audit Committee whose annual fixed fees amount respectively to EUR 255,000 and EUR 127,500.
In addition, a fixed annual retainer applies as follows: (a) EUR 28,000 for the chairperson of the Audit Committee, (b) EUR
14,000 for the other members of the Audit Committee, (c) EUR 14,000 for each of the chairpersons of the Finance
Committee, the Remuneration Committee and the Nomination Committee, and (d) EUR 7,000 for each of the other members
of the Finance Committee, the Remuneration Committee and the Nomination Committee, it being understood that the
amounts of the retainers set out above are cumulative in the case of participation of a director in several committees.
b. Share-based remuneration
The share-based portion of the remuneration of the directors of the company is granted in the form of Restricted Stock Units
corresponding to a fixed gross value per year of (i) EUR 550,000 for the chairperson of the Board, (ii) EUR 350,000 for the
chairperson of the Audit Committee and (iii) EUR 200,000 for the other directors.
Such Restricted Stock Units vest after five years. Each director is entitled to receive a number of Restricted Stock Units
corresponding to the above amount to which such director is entitled divided by the closing price of the shares of the
company on Euronext Brussels on the day preceding the annual shareholders’ meeting approving the accounts of the
financial year to which the remuneration in Restricted Stock Units relates. Upon vesting, each vested Restricted Stock Unit
entitles its holder to one AB InBev share (subject to any applicable withholdings).
(1) William F. Gifford has waived his entitlement to any type of remuneration, including share-based remuneration, relating to the exercise of his mandate
in 2022 and before.
(2) Mr. Nitin Nohria is a member of the Board of Directors since 27 April 2022. Mr. Nohria served as a strategic advisor to the Board prior to his appointment
as Board member. In 2022, Mr. Nohria earned EUR 100,000 in this advisory capacity.
(3) Mr. Roberto Thompson was a member of the Board of Directors until 27 April 2022.
(4) No Restricted Stock Units granted to Directors vested in 2022.
Grant date 25 Apr 2018 26 Apr 2017 27 Apr 2016 29 Apr 2015 30 Apr 2014
Number of LTI
Vesting date 25 Apr 2023 26 Apr 2022 27 Apr 2021 29 Apr 2020 30 Apr 2019 stock options
owned
Expiry date 24 Apr 2028 25 Apr 2027 26 Apr 2026 28 Apr 2025 29 Apr 2024
Maria Asuncion Aramburuzabala 15,000 15,000 15,000 15,000 0 60,000
Martin J. Barrington 0 0 0 0 0 0
Sabine Chalmers (2) 0 0 0 0 0 0
Michele Burns 25,500 25,500 25,500 0 0 76,500
Paul Cornet de Ways Ruart 15,000 15,000 15,000 15,000 15,000 75,000
Grégoire de Spoelberch 15,000 15,000 15,000 15,000 15,000 75,000
Claudio Garcia (2) 0 0 0 0 0 0
William F. Gifford (3) 0 0 0 0 0 0
Paulo Lemann 15,000 15,000 15,000 15,000 0 60,000
Xiaozhi Liu 0 0 0 0 0 0
Nitin Nohria 0 0 0 0 0 0
Alejandro Santo Domingo 15,000 15,000 0 0 0 30,000
Elio Leoni Sceti 15,000 15,000 15,000 15,000 0 60,000
Cecilia Sicupira 0 0 0 0 0 0
Alexandre Van Damme 15,000 15,000 15,000 15,000 15,000 75,000
Strike price (Euro) 84.47 104.50 113.25 113.10 80.83
(1) At the annual shareholders’ meeting of 30 April 2014, all outstanding LTI warrants were converted into LTI stock options, i.e. the right to purchase existing
ordinary shares instead of the right to subscribe to newly issued shares. All other terms and conditions of the outstanding LTI warrants remained
unchanged. In 2022, no LTI stock options listed in the above table were exercised by directors.
(2) Claudio Garcia and Sabine Chalmers do not hold stock options under the company’s LTI Stock Options Plan for directors. However, they do still hold
certain LTI stock options that were awarded to them in the past in their capacity as executives of the company. Out of these, in 2022 Sabine Chalmers
exercised 230,000 LTI stock options granted on 25 November 2008 with an exercise price of EUR 10.50 and 200,325 LTI stock options granted on
1 December 2009 with an exercise price of EUR 33.24.
(3) William F. Gifford has waived his entitlement to any type of remuneration, including long-term incentive stock options, relating to the exercise of his mandate
in 2022 and before.
1 Until 31 December 2018, the company had a long-term incentive (LTI) stock option plan for directors. All LTI grants to directors were in the form of stock
options on existing shares with the following features:
- an exercise price equal to the market price of the share at the time of granting;
- a maximum lifetime of 10 years and an exercise period that starts after five years; and
- the LTI stock options cliff vest after five years. Unvested LTI stock options are subject to forfeiture provisions in the event that the directorship is not
renewed upon the expiry of its term or is terminated in the course of its term, both due to a breach of duty by the director.
This LTI stock option plan was replaced in 2019 with the RSU Plan described in section 8.2.1.A.b.
(1) William F. Gifford has waived his entitlement to any type of remuneration, including share-based remuneration, relating to the exercise of his mandate in
2022 and before.
(2) No Restricted Stock Units granted to Directors vested in 2022.
The ratio between fixed remuneration (consisting of items (a), (d) and (e) listed above) and on-target variable remuneration
(consisting of items (b) and (c) listed above) depends on seniority levels of the executives. Our remuneration structure
places a significant emphasis on share-based components, resulting in items (b) and (c) being of a relatively higher weight
assuming all performance and other requirements are fully met. Variable compensation is key to the company’s
compensation system and is aimed at rewarding executives’ short- and long-term performance. For the CEO, the award
value of on-target variable remuneration for 2022 could amount to up to 94% of his total on-target compensation, assuming
all performance and other requirements are fully met. For the other members of the ExCom, the award value of on-target
variable remuneration for 2022 could on average amount to up to 89% of their total on-target compensation, assuming all
performance and other requirements are fully met.
The Company also establishes a peer group to assess its three-year Total Shareholder Return (TSR) relative to the TSR
realized for that period by a representative sample of 16 listed companies belonging to the consumer goods sector (the TSR
Peer Group) (see section 8.1.3.A.c. of our remuneration policy). The below TSR Peer Group was used for Performance
Stock Units granted in 2022:
2022 TSR Peer Group
3M Heineken Procter & Gamble
Altria Kraft Heinz Reckitt Benckiser
Carlsberg Mondelez Starbucks
Coca-Cola Nestlé Unilever
Colgate-Palmolive PepsiCo
Diageo Philip Morris
b. Base salary
In 2022, based on his employment contract, Michel Doukeris earned a fixed annual base salary of EUR 1.33 million (USD
1.39 million), while the other members of the ExCom earned an aggregate annual base salary of EUR 2.05 million (USD
2.16 million).
The Board of Directors sets targets for eligibility to a bonus payout. Company and business unit targets are based on
performance metrics which focus on top-line growth, profitability and long-term value creation. The individual targets are
derived from the Company’s ten-year plan which is the foundation of our strategy and which is defined by three strategic
pillars: Lead and Grow the Category, Digitize and Monetize our Ecosystem and Optimize our Business.
For financial year 2022, the performance metrics for the ExCom and their relative weights were:
40%
For the year 2022, Michel Doukeris earned a bonus of EUR 5.66 million (USD 5.95 million). The other members of the
ExCom (as at 31 December 2022) earned an aggregate bonus of EUR 5.03 million (USD 5.29 million).
The amount of variable compensation (bonus) is based on the company’s performance during the year 2022 and the
executive’s individual target achievement. The variable compensation will be paid in or around March 2023.
Executives will receive their bonus for financial year 2022 in cash but are encouraged to invest some or all of its value in
Voluntary Shares. Such voluntary investment leads to a discount of up to 20% and a grant of one and a half (1.5) Matching
Shares by the company for each Voluntary Share invested up to a limited total percentage of each executive’s bonus in
accordance with the remuneration policy of the company that applies for bonuses in respect of financial year 2022 onwards.
Variable compensation (bonus) for performance in 2021 – Paid in March 2022
The following table sets forth information regarding the number of Voluntary Shares acquired by, and Matching Shares and
Discounted Shares granted to, our CEO and the other members of our ExCom in March 2022 under the Share-based
compensation plan in respect of the variable compensation (bonus) awarded for performance in 2021 as described in the
remuneration report for financial year 2021. The CEO and the other members of our ExCom invested the full amunt of their
bonus in Voluntary Shares. The Matching Shares (in an amount of three (3) Matching Shares for each Voluntary Share) and
Discounted Shares were granted in the form of Restricted Stock Units of which half will vest after three years (on 1 March
2025) and the other half after five years (1 March 2027) in accordance with the remuneration policy of the company that
applied for bonuses in respect of financial year 2021. In the event the executive leaves the company before the vesting date,
specific forfeiture rules apply.
Matching and
Voluntary Shares Discounted
Name Acquired Shares Granted
Michel Doukeris (CEO)(1) 71,570 347,645
David Almeida 16,408 78,238
John Blood 20,616 94,370
Fernando Tennenbaum 19,988 99,471
(1) Carlos Brito acquired 34,033 Voluntary Shares and was granted 173,822 Matching Shares in March 2022 in respect of the variable compensation (bonus)
awarded for the performance of his role as CEO until 30 June 2021 as described in the remuneration report for financial year 2021.
d. Long-term incentives
Annual long-term incentive restricted stock units (RSUs)
On 1 March 2022, 137,648 annual long-term incentive Restricted Stock Units (RSUs) for 2021 were granted to Michel
Doukeris. In accordance with the remuneration policy of the company that applied in respect of financial year 2021, half of
these Restricted Stock Units cliff vest over a three-year period (1 March 2025) and the other half cliff vest over a five-year
period (1 March 2027). In the event the executive leaves the company before the vesting date, specific forfeiture rules apply.
On 14 December 2022, annual long-term Restricted Stock Units for 2022 were granted to Michel Doukeris (243,212 RSUs),
David Almeida (39,668 RSUs), John Blood (30,833 RSUs) and Fernando Tennenbaum (43,413 RSUs). In accordance with
the remuneration policy that applies in respect of financial year 2022 onwards, these Restricted Stock Units cliff vest over a
three-year period (14 December 2025). In the event the executive leaves the company before the vesting date, specific
forfeiture rules apply.
Annual long-term incentive performance stock units (PSUs)
On 14 December 2022, annual long-term Performance Stock Units (PSUs) for 2022 were granted to Michel Doukeris (62,475
PSUs), David Almeida (11,378 PSUs), John Blood (10,332 PSUs) and Fernando Tennenbaum (12,573 PSUs).
The Performance Stock Units cliff vest over a three-year period (14 December 2025). In the event the executive leaves the
company before the vesting date, specific forfeiture rules apply.
See section 8.2.2.A.a. for the applicable TSR Peer Group.
e. Pension schemes
The CEO and the other members of the ExCom participate in a defined contribution plan. The annual contribution that was
paid by the company for Michel Doukeris amounted to approximately USD 0.19 million in 2022. The contributions for the
other members of the ExCom amounted to approximately USD 0.03 million in aggregate in 2022.
f. Other benefits
Executives are also entitled to disability, life, medical (including vision and dental) and Group Variable Universal Life (GVUL)
insurance and perquisites that are competitive with market practices, the costs of which together amounted in 2022 to
approximately USD 0.03 million for Michel Doukeris and approximately USD 0.08 million in aggregate for the other members
of the ExCom.
C. Main contractual terms and conditions of employment of members of the Executive Committee (ExCom) in 2022
See section 8.1.3.C for a description of the main contractual terms and conditions of employment of members of the ExCom,
including termination arrangements.
LTI options LTI options LTI options LTI options LTI options
Grant date 20 Jan 2017 01 Dec 2017 22 Jan 2018 25 Jan 2019 02 Dec 2019
Vesting date 20 Jan 2022 01 Dec 2022 22 Jan 2023 25 Jan 2024 02 Dec 2024
Expiry date 19 Jan 2027 30 Nov 2027 21 Jan 2028 24 Jan 2029 01 Dec 2029
ExCom (1) 75,756 (3) 19,112 (4) 146,486 306,794 377,402
Strike price (EUR) 98.85 96.70 94.36 65.70 71.87
The table below sets forth the number of options owned by the members of the ExCom as of 31 December 2022(1) under
the November 2008 Exceptional Option Grant.
November 2008 Exceptional
Grant options Series B –
Dividend Waiver 09
Grant date 1 Dec 2009
Vesting date 01 Jan 2019
Expiry date 24 Nov 2023
ExCom (2) 228,943
Strike price (EUR) 33.24
(1) The outstanding stock options have a duration of 15 years as from granting and vested on 1 January 2019. The exercise of the stock options is subject,
among other things, to the condition that the company meets a performance test. This performance test, which was met, required the net debt/EBITDA,
as defined (adjusted for exceptional items) ratio to fall below 2.5 before 31 December 2013.
(2) No options were exercised in 2022 by members of the ExCom.
(1) The exercisability of the Long Run Stock Options is subject, among other things, to the condition that the company meets a performance test. This
performance test is based on an organic EBITDA compounded annual growth rate target.
(2) The exercisability of the 2020 Incentive Stock Options was subject, among other things, to the condition that the company met a performance test. This
performance test was based on a net revenue amount which had to be achieved by 31 December 2022 at the latest. The following options lapsed in 2022
since the performance test was not met by that date:
a. 143,471 options with a strike price of 113.00 EUR held by Fernando Tennenbaum.
b. 47,823 options with a strike price of 113.00 EUR held by John Blood.
(3) The exercisability of the Integration Stock Options was subject, among other things, to the condition that the company met a performance test. This
performance test was based on an EBITDA compounded annual growth rate target and could be complemented by additional country or zone specific or
function specific targets which had to be achieved by 31 December 2021 at the latest. The following options lapsed in 2022 since the performance test
was not met by that date:
a. 173,628 options with a strike price of 97.99 EUR held by Fernando Tennenbaum.
b. 261,706 options with a strike price of 109.10 EUR held by David Almeida.
(4) No options were exercised in 2022 by members of the ExCom.
Matching
Shares March March 2020 December 2020 December 2020 December 2021 December 2021
2020 RSU grant LTI RSU A LTI RSU B LTI RSU A LTI RSU B
Grant date 2 Mar 2020 25 Mar 2020 14 Dec 2020 14 Dec 2020 13 Dec 2021 13 Dec 2021
Vesting date 2 Mar 2025 25 Mar 2025 14 Dec 2023 14 Dec 2025 13 Dec 2024 13 Dec 2026
ExCom 10,934 1,291,917 35,434 35,431 26,070 26,070
Matching Matching
March 2022 LTI March 2022 LTI Shares March Shares March December 2022
RSU grant A RSU grant B 2022 grant A 2022 grant B LTI RSU
Grant date 1 Mar 2022 1 Mar 2022 1 Mar 2022 1 Mar 2022 14 Dec 2022
Vesting date 1 Mar 2025 1 Mar 2027 1 Mar 2025 1 Mar 2027 14 Dec 2025
ExCom 68,824 68,824 309,863 309,861 357,126
Explanatory notes
1. Average remuneration of Board members for a given financial year calculated on the basis of total value of cash components due in
respect of the relevant year and the value (if any) of share based components that vested during such year, divided by the number of
directors that sat on the Board as per the end of that year (excluding directors, if any, who have waived their entitlement to director
remuneration).
2. Average remuneration of the members of the ExCom for 2022, 2021, 2020 and 2019 calculated on the basis of the total value of cash
components (i.e. base salary, bonus, benefits, etc.) due in respect of the relevant year and the value (if any) of share-based
components that vested during such year, for all executives who sat on the ExCom as per the end of that year. On the same basis,
for financial year 2022, the proportion of fixed and variable remuneration of the CEO is 21%/79% and the average relative proportion
of fixed and variable remuneration of the other members of the ExCom is 28%/72%.
The ExCom was established with effect as from 1 January 2019 and is the successor to the former Executive Board of Management
(EBM). Hence, for comparison purposes, the average remuneration depicted for the years 2017-2018 was calculated on the same
basis for those members of the former EBM historically exercising the functions held by the current members of the ExCom.
For the purposes of the average remuneration of the members of the ExCom for 2021, we considered the amounts for the respective
periods as CEO for Carlos Brito (until 30 June 2021) and Michel Doukeris (as from 1 July 2021).
3. The significant increase between 2019 and 2018 is driven by the vesting on 1 January 2019 of the following aggregate stock options
granted in 2008 and 2009 to three ExCom members (as of 2019): (a) 2.2 million November 2008 Exceptional Grant Options (series
B) with a strike price of EUR 10.32, (b) 0.36 million November 2008 Exceptional Grant Options (series B) with a strike price of EUR
10.50, and (c) 1.6 million Dividend Waiver Series Options of December 2009 with a strike price of EUR 33.24. The share price on the
vesting date was EUR 57.40.
4. The significant increase between 2021 and 2020 is because for the year 2020, no bonus was earned by the members of the ExCom,
whereas for the year 2021, the members of the ExCom earned a bonus of EUR 12.9 million (USD 15.3 million) in aggregate.
5. Based on organic Group EBITDA and organic Net Revenue numbers reported in the full year results announcement published by the
company for the relevant financial year. The numbers as from 2017 onwards reflect the enlarged scope post-combination with SAB.
The 2018 results were restated considering (i) the adoption of new IFRS rules on lease accounting (IFRS 16 Leases) under the full
retrospective approach on 1 January 2019 and (ii) the classification of our Australian business as discontinued operations.
6. Based on GHG Emissions Scope 1+2 (kgCO2e/hl) numbers for the AB InBev Group as published in the 2022 ESG Report. It is to be
noted that the GHG Emissions Scope 1+2 (kgCO2e/hl) numbers before 2017 reflect the situation for the AB InBev Group pre-
combination with SAB. The numbers as from 2017 onwards reflect the enlarged scope post-combination with SAB.
7. Calculated on a Belgian GAAP basis (the sum of line items 620, 622, 623 and 624 of the statutory annual accounts divided by the
number of FTE of Anheuser-Busch InBev SA/NV set forth in line item 1003 in the social balance annex to the statutory accounts).