This filing is made in order to correct the date of the Grant Thornton report on the financial
statements of the Anheuser-Busch
401(k) Savings and Retirement Plan, which was inadvertently misstated in the original Form
11-K.
No other changes have been made to the original Form 11-K.
NOTES TO FINANCIAL STATEMENTS
December 31, 2016 And 2015
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 Plans 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 Plans named fiduciaries are the Company, as Plan Sponsor and Plan Administrator, and Vanguard Fiduciary Trust Company, as Trustee. As
Plan Sponsor, the Company has the right to amend or terminate the Plan and designate the Plans 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 trust agreement.
Eligibility
The Plan permits immediate participation in the Plan for employees of a participating employer, except for hourly 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.
Page 5
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
and Roth
after-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 to certain participants, up to a certain percentage of base pay
contributed by a participant to the Plan. The Company also makes an annual nonelective 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 participants termination of employment and account distribution before the participant is 100% vested in Company contributions. Forfeited nonvested amounts are used to reduce future Company contributions and were approximately
$1,165,000 during the year ended December 31, 2016. There was no unused forfeiture balance as of December 31, 2016 or 2015.
Payment Of Benefits
The
Plan permits
in-service
withdrawals 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.
Page 6
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.
Plan Expenses
All administrative expenses incurred are charged to participant accounts.
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 and are offset against Investment Income.
Plan Termination
The Company intends to continue the Plan. 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 participants account balance. The Trustee would
then retain the assets until otherwise distributable under the Plan.
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.
Page 7
ANHEUSER-BUSCH 401(k)
SAVINGS AND RETIREMENT PLAN
Notes To Financial Statements
(Continued)
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 3 for further discussion of fair value measurements.
Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the
ex-dividend
date. Net appreciation in fair value of investments includes the Plans 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. Interest income is
recorded on the accrual basis. Delinquent notes receivable from participants are recorded as a distribution based upon the terms of the Plan Document.
Page 8
ANHEUSER-BUSCH 401(k)
SAVINGS AND RETIREMENT PLAN
Notes To Financial Statements
(Continued)
Recent Accounting Pronouncement
In May 2015, the FASB issued Accounting Standards Update (ASU)
2015-07,
Fair Value Measurement (Topic
820) - Disclosures
For Investments in Certain Entities That Calculate Net Asset Value Per Share (or Its Equivalent)
. ASU
2015-07
removes the requirement to include within the fair value hierarchy
leveling table those investments that measure fair value using the practical expedient available for investments that calculate a net asset value (NAV) per share. Instead, an entity would be required to include those investments as a reconciling
item so that the total fair value amount of investments in the disclosure is consistent with the fair value investment balance on the statement of net assets available for benefits. Even though these investments are removed from the fair value
hierarchy, plans should provide or disclose the total amount of investments measured using the NAV per share (or its equivalent) practical expedient in order to permit reconciliation of the fair value of investments included in the fair value
hierarchy to the line items presented in the statement of net assets available for benefits. Management has elected to adopt ASU
2015-07
for the year ended December 31, 2016 and has been applied
retrospectively.
There were no impacts on the statement of net assets available for benefits or the statement of changes in net assets
available for benefits as of or for the years ended December 31, 2016 or 2015.
3.
|
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;
|
Page 9
ANHEUSER-BUSCH 401(k)
SAVINGS AND RETIREMENT PLAN
Notes To Financial Statements
(Continued)
|
|
|
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 assets or liabilitys 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.
The following is a description of the valuation methodologies used for investments measured at fair value:
Registered Investment Companies
Valued at the daily closing price as reported by the fund. Registered investment companies held by the Plan are
open-end
mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily NAV and to transact at that price. The registered investment companies
held by the Plan are deemed to be actively traded.
Collective Trust Funds
Valued at 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.
Page 10
ANHEUSER-BUSCH 401(k)
SAVINGS AND RETIREMENT PLAN
Notes To Financial Statements
(Continued)
A-B
InBev Company ADR Fund
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. Shares of Anheuser-Busch InBev common stock are publicly traded on the Euronext exchange.
The fair value of the Plans interest in the ADR Fund is 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 table sets forth, by level within the fair value
hierarchy, the Plans investments measured at fair value on a recurring basis as of December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
|
|
(Dollars in thousands)
|
|
|
|
Quoted Prices
|
|
|
Significant
|
|
|
Significant
|
|
|
|
|
|
|
In Active
|
|
|
Other
|
|
|
Other
|
|
|
|
|
|
|
Markets For
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
|
|
|
Identical Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
|
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered investment companies
|
|
$
|
1,566,667
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,566,667
|
|
A-B
InBev Company ADR fund
|
|
|
261,976
|
|
|
|
|
|
|
|
|
|
|
|
261,976
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments In The Fair Value Hierarchy
|
|
|
1,828,643
|
|
|
|
|
|
|
|
|
|
|
|
1,828,643
|
|
Investments measured at net asset value (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,031,690
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,860,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 11
ANHEUSER-BUSCH 401(k)
SAVINGS AND RETIREMENT PLAN
Notes To Financial Statements
(Continued)
The following table sets forth, by level within the fair value hierarchy, the Plans
investments measured at fair value on a recurring basis as of December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
|
|
(Dollars in thousands)
|
|
|
|
Quoted Prices
|
|
|
Significant
|
|
|
Significant
|
|
|
|
|
|
|
In Active
|
|
|
Other
|
|
|
Other
|
|
|
|
|
|
|
Markets For
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
|
|
|
Identical Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
|
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered investment companies
|
|
$
|
1,556,980
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,556,980
|
|
A-B
InBev Company ADR fund
|
|
|
283,111
|
|
|
|
|
|
|
|
|
|
|
|
283,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments In The Fair Value Hierarchy
|
|
|
1,840,091
|
|
|
|
|
|
|
|
|
|
|
|
1,840,091
|
|
Investments measured at net asset value (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
980,230
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,820,321
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Certain investments that are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented
in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of net assets available for benefits.
|
Fair Value Of Investments In Entities That Use NAV
The following table summarizes investments measured at fair value based on NAV per share as of December 31, 2016 and 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
|
Unfunded
|
|
Redemption
|
|
Redemption
Notice
|
Investment Type
|
|
2016
|
|
|
2015
|
|
|
Commitments
|
|
Frequency
|
|
Period
|
Collective trust funds
|
|
$
|
1,031,690
|
|
|
$
|
980,230
|
|
|
None
|
|
Daily
|
|
None
|
There have been no changes in valuation methodologies as of December 31, 2016 or 2015.
Page 12
ANHEUSER-BUSCH 401(k)
SAVINGS AND RETIREMENT PLAN
Notes To Financial Statements
(Continued)
4.
|
Tax Status Of The Plan
|
The Plan received a favorable determination letter from the
Internal Revenue Service (IRS) dated May 11, 2017, 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 2013.
5.
|
Party-In-Interest
Transactions
|
Plan investments include registered investment companies and units of collective trust funds managed by the Plans Trustee. In addition,
the Plan holds an investment in Company ADRs. Therefore, these transactions qualify as allowable
party-in-interest
transactions.
6.
|
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.
Page 13
The above information is a required disclosure for IRS Form 5500, Schedule H, Part IV, Line 4i.
The above information is a required disclosure for IRS Form 5500, Schedule H, Part IV, Line 4a.