BUD Anheuser Busch Inbev SA NV

Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 11-K

 

 

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS

PURSUANT TO SECTION 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

x	Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2014

OR

 

¨	Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the transition period from                      to                     

Commission File Number 001-34455

 

 

 

A.	Full title of the plan and the address of the plan, if different from that of the issuer named below:

ANHEUSER-BUSCH 401(k) SAVINGS AND

RETIREMENT PLAN

One Busch Place

St. Louis, Missouri 63118

 

B.	Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

ANHEUSER-BUSCH INBEV SA/NV

Brouwerijplein 1, 3000 Leuven

Belgium

 

 

 

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ANHEUSER-BUSCH 401(k)

SAVINGS AND RETIREMENT PLAN

FINANCIAL STATEMENTS AND

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

DECEMBER 31, 2014 AND 2013

Contents

 

		Page
Report Of Independent Registered Public Accounting Firm			1
Financial Statements
Statement Of Net Assets Available For Benefits			3
Statement Of Changes In Net Assets Available For Benefits			4
Notes To Financial Statements			5 - 13
Supplementary Information
Schedule Of Assets Held At End Of Year			14

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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Participants and Administrator

Anheuser-Busch

401(k) Savings and Retirement Plan

We have audited the accompanying statements of net assets available for benefits of the Anheuser-Busch 401(k) Savings and Retirement Plan (the “Plan”) as of December 31, 2014 and 2013, and the related statement of changes in net assets available for benefits for the year ended December 31, 2014. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included considerations of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and the significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2014 and 2013, and the changes in net assets available for benefits for the year ended December 31, 2014, in accordance with accounting principles generally accepted in the United States of America.

 

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The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2014 has been subjected to audit procedures performed in conjunction with the audit of the Anheuser-Busch 401(k) Savings and Retirement Plan’s financial statements. The supplemental information is presented for purposes of additional analysis and is not a required part of the basic financial statements but include supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplementary information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the basic financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information referred to above is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

/s/ Grant Thornton LLP

Chicago, Illinois

June 15, 2015

 

Page 2

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ANHEUSER-BUSCH 401(k)

SAVINGS AND RETIREMENT PLAN

 

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

(Dollars in thousands)

 

		December 31,
		2014				2013
Assets
Investments, At Fair Value
Collective trust funds		$	2,767,396			$	2,777,351
A-B InBev Company ADR fund			241,024				212,632
Short-term investment fund			896				1,128
Total Investments, At Fair Value			3,009,316				2,991,111
Receivables
Notes receivable from participants			68,792				69,779
Company contribution			26,452				22,674
Total Receivables			95,244				92,453
Net Assets Available For Benefits		$	3,104,560			$	3,083,564

 

 

 

See the accompanying notes to financial statements.		Page 3

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ANHEUSER-BUSCH 401(k)

SAVINGS AND RETIREMENT PLAN

 

STATEMENT OF CHANGES IN NET ASSETS

AVAILABLE FOR BENEFITS

(Dollars in thousands)

 

		For The Year Ended December 31, 2014
Additions To Net Assets Attributed To:
Contributions
Participants		$	69,604
Company			50,084
Rollovers			6,254
Total Contributions			125,942
Deductions From Net Assets Attributed To:
Distributions to participants			(291,793	)
Administrative expenses			(1,911	)
Asset management fees			(917	)
Total Deductions			(294,621	)
Investment Income
Net appreciation in fair value of investments			180,778
Dividends			6,093
Net Investment Income			186,871
Interest Income From Notes Receivable From Participants			2,804
Net Increase			20,996
Net Assets Available For Benefits - Beginning Of Year			3,083,564
Net Assets Available For Benefits - End Of Year		$	3,104,560

 

 

 

See the accompanying notes to financial statements.		Page 4

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ANHEUSER-BUSCH 401(k)

SAVINGS AND RETIREMENT PLAN

 

NOTES TO FINANCIAL STATEMENTS

December 31, 2014 And 2013

 

1.	Plan Description

The following description of the Anheuser-Busch 401(k) Savings and Retirement Plan (the Plan) is provided for general informational purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan covering all eligible employees of Anheuser-Busch Companies, LLC (the Company) and certain subsidiaries of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

Plan Administration

The Plan’s named fiduciaries are the Company, as Plan Sponsor and Plan Administrator, and The Bank of New York Mellon, as Trustee. As Plan Sponsor, the Company has the right to amend the Plan and designate the Plan’s named fiduciaries. The Trustee has the authority to invest, manage and control the assets of the trust in accordance with the provisions of the Plan and the master trust agreement.

Eligibility

The Plan permits immediate participation in the Plan for employees of a participating employer, except for employees classified as part-time, seasonal and temporary who are required to complete one year of service, during which the employee works 1,000 hours, to become eligible for participation in the Plan. Participation by eligible employees is voluntary.

Contributions

A participant may contribute from 1% to 50% of base pay through payroll deductions for before-tax contributions and/or after-tax contributions, subject to limitations as set forth in the Plan document and by the Internal Revenue Code (the Code). Contribution rates for certain highly compensated employees may be limited to satisfy nondiscrimination provisions of the Code.

 

 

 

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ANHEUSER-BUSCH 401(k)

SAVINGS AND RETIREMENT PLAN

 

Notes To Financial Statements (Continued)

 

Participants who are at least age 50 may also make before-tax catch-up contributions to the Plan on an unmatched basis, subject to limitations as set forth by the Code.

The Company contributes a matching cash contribution amount, up to a certain percentage of base pay contributed by a participant to the Plan. The Company also makes an annual non-elective contribution to certain participants of certain participating employers or collective bargaining units who are employed as of December 31, or who have terminated employment at age 55 or later, or due to death or disability.

Vesting

Participants are immediately vested in their voluntary contributions and rollover contributions, plus investment earnings.

Company contributions vest upon completion of three years of vesting service. Company contributions also vest upon termination of employment by reason of death, permanent disability, entry into military service, layoff exceeding 12 months, termination of employment for any reason after reaching age 60.

Forfeitures

Forfeitures result from a participant’s termination of employment before the participant is 100% vested in Company contributions. Forfeited nonvested amounts are used to reduce future Company contributions and were $520,000 during the year ended December 31, 2014. There was no unused forfeiture balance as of December 31, 2014 or 2013.

Payment Of Benefits

The Plan permits in-service withdrawals, as defined in the Plan document, subject to certain restrictions. Distributions for terminations are made in lump sums and are comprised of the market value of participants’ contributions and vested Company contributions.

 

 

 

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ANHEUSER-BUSCH 401(k)

SAVINGS AND RETIREMENT PLAN

 

Notes To Financial Statements (Continued)

 

Notes Receivable From Participants

A participant may borrow from vested account balances, subject to certain conditions. The minimum loan amount is $1,000; the maximum amount is the lesser of $50,000 less the highest outstanding loan balance under the Plan during the one-year period ending on the day before the loan is made, or 50% of the vested account balance. A participant may have no more than two loans outstanding at any time. The interest rate for the life of the loan is set quarterly at the prime rate plus 1% as of the beginning of the quarter. The term of a loan for the purchase of a principal residence may be up to ten years; the term of a loan for any other reason may not exceed five years.

Administrative Expenses

All administrative expenses (recordkeeping fees, Trustee fees, custodian fees, audit fees, administrative salaries, etc.) incurred are charged to participant accounts.

Asset Management Fees

Plan participants are charged for asset management fees based on fund balances. Asset management fees are accrued daily by the Trustee based on participant balances in each fund.

Plan Termination

The Company intends to continue the Plan indefinitely. However, the Company may at any time and for any reason, subject to the provisions of ERISA, suspend or terminate the Plan provided that such action does not adversely affect the rights of any participant under the Plan. Such termination would result in the immediate and full vesting of each participant’s account balance. The Trustee would then retain the assets until otherwise distributable under the Plan.

 

 

 

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ANHEUSER-BUSCH 401(k)

SAVINGS AND RETIREMENT PLAN

 

Notes To Financial Statements (Continued)

 

2.	Summary Of Significant Accounting Policies

Basis Of Accounting

The accompanying financial statements have been prepared using the accrual method of accounting with the exception of benefit payments, which are recorded when paid.

Use Of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of additions to and deductions from net assets during the reporting period. Actual results could differ from those estimates.

Investments Valuation And Income Recognition

Investments are reported at fair market value. 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. See Note 4 for further discussion of fair value measurements.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation in fair value of investments includes the Plan’s gains and losses on investments bought and sold, as well as held during the year.

Notes Receivable From Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent notes receivable from participants are recorded as a distribution based upon the terms of the Plan document.

 

 

 

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ANHEUSER-BUSCH 401(k)

SAVINGS AND RETIREMENT PLAN

 

Notes To Financial Statements (Continued)

 

3.	Investments

The following table presents the fair value of investments that represent 5% or more of the Plan’s net assets available for benefits as of:

 

		December 31,
		2014				2013
		(Dollars in thousands)
BNY Mellon EB DL Non-SL Stock Index Fund		$	768,332			$	718,417
BNY Mellon EB DL Non-SL Market Completion Index Fund			531,538				568,639
SSgA Treasury G Unit			422,556				481,986
BNY Mellon EB DL Non-SL Aggregate Bond Index Fund			284,850				272,128
A-B InBev Company ADR Fund			241,024				212,632
SSgA U.S. Intermediate Government/Credit Bond Index Fund - Class A			179,960				185,130
SSgA Global Equity EX U.S. A Unit			170,008				181,844

Plan investments include the A-B InBev Company ADR Fund (the ADR Fund), an employer securities fund. Participant investments that are directed to the ADR Fund are used to purchase Anheuser-Busch InBev American Depositary Receipts (ADRs), which represent the right to receive shares of Anheuser-Busch InBev common stock. Anheuser-Busch InBev ADRs are publicly traded in U.S. dollars on the New York Stock Exchange in the United States. Shares of Anheuser-Busch InBev common stock are publicly traded on the Euronext exchange in Brussels, Belgium.

The Plan’s investments appreciated in value, including gains and losses on investments bought and sold, as well as held, as follows:

 

		For The Year Ended December 31, 2014
		(Dollars in thousands)
Collective trust funds		$	166,264
A-B InBev Company ADR fund			14,514
Total		$	180,778

 

 

 

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ANHEUSER-BUSCH 401(k)

SAVINGS AND RETIREMENT PLAN

 

Notes To Financial Statements (Continued)

 

4.	Fair Value Measurements

The Plan follows current accounting guidance, which provides a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

 

Level 1		Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2		Inputs to the valuation methodology include:
		•     Quoted prices for similar assets or liabilities in active markets;
		•     Quoted prices for identical or similar assets or liabilities in inactive markets;
		•     Inputs other than quoted prices that are observable for the asset or liability; and
		•     Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
		If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3		Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

 

 

 

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ANHEUSER-BUSCH 401(k)

SAVINGS AND RETIREMENT PLAN

 

Notes To Financial Statements (Continued)

 

The following is a description of the valuation methodologies used for investments measured at fair value:

Collective Trust Funds

Valued at net asset value (NAV) based on the market value of the underlying investment assets divided by the number of units outstanding at the end of the Plan year. The NAV, as provided by the Trustee, is used as a practical expedient to estimate fair value. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. Participant transactions (purchased and sales) may occur daily.

A-B InBev Company ADR Fund And Short-Term Investment Fund

The fair value of the Plan’s interest in the ADR Fund and short-term investment fund are based on quoted market prices on the last day of the Plan year.

The methods described above may produce fair value calculations that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following tables set forth, by level within the fair value hierarchy, the Plan’s investments measured at fair value on a recurring basis as of December 31, 2014:

 

		(Dollars in thousands)
		Quoted Prices In Active Markets For Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Other Unobservable Inputs (Level 3)				Total
Assets
Collective trust funds
Index funds (1)		$	—			$	1,299,870			$	—			$	1,299,870
Equity funds (2)			—				170,008				—				170,008
International funds (3)			—				68,209				—				68,209
Bond funds (4)			—				500,720				—				500,720
Fixed income funds (5)			—				430,356				—				430,356
Target date funds (6)			—				298,233				—				298,233
A-B InBev Company ADR fund			241,024				—				—				241,024
Short-term investment fund			896				—				—				896
Total assets at fair value		$	241,920			$	2,767,396			$	—			$	3,009,316

 

 

 

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ANHEUSER-BUSCH 401(k)

SAVINGS AND RETIREMENT PLAN

 

Notes To Financial Statements (Continued)

 

The following tables set forth, by level within the fair value hierarchy, the Plan’s investments measured at fair value on a recurring basis as of December 31, 2013:

 

		(Dollars in thousands)
		Quoted Prices In Active Markets For Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Other Unobservable Inputs (Level 3)				Total
Assets
Collective trust funds
Index funds (1)		$	—			$	1,287,056			$	—			$	1,287,056
Equity funds (2)			—				181,844				—				181,844
International funds (3)			—				69,456				—				69,456
Bond funds (4)			—				492,806				—				492,806
Fixed income funds (5)			—				488,247				—				488,247
Target date funds (6)			—				257,942				—				257,942
A-B InBev Company ADR fund			212,632				—				—				212,632
Short-term investment fund			1,128				—				—				1,128
Total assets at fair value		$	213,760			$	2,777,351			$	—			$	2,991,111

 

(1)	Investment funds seek to follow the performance of the S&P 500 Index and the Dow Jones U.S. Completion Stock Market Index. These funds allow for daily redemptions with no unfunded commitments or restrictions.

(2)	Investment funds seek to provide long-term appreciation through investments that are well diversified by industry. These funds allow for daily redemptions with no unfunded commitments or restrictions.

(3)	Investment funds seek to invest in equities of developed and emerging markets outside of the U.S. These funds allow for daily redemptions with no unfunded commitments or restrictions.

(4)	Investment funds seek to invest in long-term bonds providing the preservation of capital and fixed income. These funds allow for daily redemptions with no unfunded commitments or restrictions.

(5)	Investment funds seek to provide current income, while preserving capital and liquidity. These funds allow for daily redemptions with no unfunded commitments or restrictions.

(6)	Investment funds include a balanced portfolio to provide income, capital appreciation and liquidity based on projected retirement dates. These funds allow for daily redemptions with no unfunded commitments or restrictions.

There have been no changes in valuation methodologies as of December 31, 2014 or 2013.

 

 

 

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ANHEUSER-BUSCH 401(k)

SAVINGS AND RETIREMENT PLAN

 

Notes To Financial Statements (Continued)

 

5.	Tax Status Of The Plan

The Plan received a favorable determination letter from the Internal Revenue Service (IRS) dated September 25, 2013, indicating that the Plan qualifies under the applicable provisions of Section 401 of the Code, and is therefore exempt from federal income taxes. The Plan has been amended since the date of the determination letter. The Plan Administrator believes that the Plan has continued to be designed and operated in compliance with the applicable requirements of the Code.

Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS or other applicable taxing authorities. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examinations for Plan years prior to 2011.

 

6.	Party-In-Interest Transactions

Certain Plan investments are units of collective trust funds managed by the Plan’s Trustee. In addition, the Plan holds an investment in Company ADRs. Therefore, these transactions qualify as allowable party-in-interest transactions.

 

7.	Risks And Uncertainties

Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect the amounts reported in the statement of net assets available for benefits.

 

 

 

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ANHEUSER-BUSCH 401(k)

SAVINGS AND RETIREMENT PLAN

 

EIN: 43-1162835 PLAN NUMBER: 059

SCHEDULE OF ASSETS HELD AT END OF YEAR

December 31, 2014

(Dollars and shares in thousands)

 

(a)

(b) Identity Of Issuer, Borrower, Lessor Or Similar Party

(c) Description Of Investment Including Maturity Date, Rate Of Interest, Collateral, Par, Or Maturity Value

(d) Cost

(e) Current Value

*

BNY Mellon EB DL Non-SL Market Completion Index Fund

Collective trust fund; 2,997 shares

*

*

531,538

*

BNY Mellon EB DL Non-SL Stock Index Fund

Collective trust fund; 3,637 shares

*

*

768,332

*

BNY Mellon EB DL Non-SL Aggregate Bond Index Fund

Collective trust fund; 2,174 shares

*

*

284,850

SSgA U.S. Intermediate Government/Credit Bond Index Fund - Class A

Collective trust fund; 15,354 shares

*

*

179,960

SSgA International Index Fund - Class A

Collective trust fund; 4,139 shares

*

*

68,209

SSgA Treasury G Unit

Collective trust fund; 422,556 shares

*

*

422,556

SSgA Global Equity EX U.S. A Unit

Collective trust fund; 11,264 shares

*

*

170,008

SSgA U.S. TIPS A Unit

Collective trust fund; 1,509 shares

*

*

35,910

SSgA Target Income A Unit

Collective trust fund; 510 shares

*

*

7,800

SSgA Target 2010 A Unit

Collective trust fund; 543 shares

*

*

9,082

SSgA Target 2015 A Unit

Collective trust fund; 1,789 shares

*

*

28,966

SSgA Target 2020 A Unit

Collective trust fund; 3,240 shares

*

*

63,681

SSgA Target 2025 A Unit

Collective trust fund; 3,594 shares

*

*

63,352

SSgA Target 2030 A Unit

Collective trust fund; 2,004 shares

*

*

42,147

SSgA Target 2035 A Unit

Collective trust fund; 1,576 shares

*

*

28,488

SSgA Target 2040 A Unit

Collective trust fund; 1,058 shares

*

*

22,600

SSgA Target 2045 A Unit

Collective trust fund; 953 shares

*

*

17,293

SSgA Target 2050 A Unit

Collective trust fund; 646 shares

*

*

11,596

SSgA Target 2055 A Unit

Collective trust fund; 781 shares

*

*

11,028

*

A-B InBev Company ADR Fund

Common stock fund; 2,146 shares

*

*

241,024

Dreyfus Treasury Prime Cash Fund

Short-term investment fund; 896 shares

*

*

896

*

Notes receivable from participants

4.25% to 9.25%, maturing through January 2024

*

*

68,792

$

3,078,108

The above information is a required disclosure for IRS Form 5500, Schedule H, Part IV, Line 4i.

 

*	Investment represents allowable transaction with a party-in-interest or represents a party-in-interest to the Plan.

**	Cost information has been omitted as all investments are participant directed.

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized.

 

June 15, 2015

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EXHIBIT INDEX

 

23.1	Consent of Independent Registered Public Accounting Firm – Grant Thornton LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-165065) of Anheuser-Busch InBev SA/NV of our report dated June 15, 2015, relating to the financial statements and supplemental schedule of the Anheuser-Busch 401(k) Savings and Retirement Plan as of and for the year ended December 31, 2014, which appears in this Form 11-K.

/s/ Grant Thornton LLP

Chicago, Illinois

June 15, 2015