Obligation Anheuser-Busch InBev 3.75% ( US03523TBQ04 ) en USD

Anheuser-Busch InBev

82.44 % ▼

Etats-unis

US03523TBQ04 ( en USD )

3.75% par an ( paiement semestriel )

14/07/2042

Prospectus brochure de l'obligation Anheuser-Busch InBev US03523TBQ04 en USD 3.75%, échéance 14/07/2042

1 000 USD

1 000 000 000 USD

03523TBQ0

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

15/07/2024 ( Dans 86 jours )

L'Obligation émise par Anheuser-Busch InBev ( Etats-unis ) , en USD, avec le code ISIN US03523TBQ04, paye un coupon de 3.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2042

L'Obligation émise par Anheuser-Busch InBev ( Etats-unis ) , en USD, avec le code ISIN US03523TBQ04, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Anheuser-Busch InBev ( Etats-unis ) , en USD, avec le code ISIN US03523TBQ04, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/310569/000119312512302065/...
424B5 1 d373059d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents

Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-169514
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price(1)

Registration Fee
$1,500,000,000 0.800% Notes due 2015

$1,500,000,000
$171,900
Guarantees of $1,500,000,000 0.800% Notes due 2015(2)

(3)

(3)
$2,000,000,000 1.375% Notes due 2017

$2,000,000,000
$229,200
Guarantees of $2,000,000,000 1.375% Notes due 2017(2)

(3)

(3)
$3,000,000,000 2.500% Notes due 2022

$3,000,000,000
$343,800
Guarantees of $3,000,000,000 2.500% Notes due 2022(2)

(3)

(3)
$1,000,000,000 3.750% Notes due 2042

$1,000,000,000
$114,600
Guarantees of $1,000,000,000 3.750% Notes due 2042(2)

(3)

(3)
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the "Securities Act").
(2) See prospectus supplement for guarantors of this issuance.
(3) Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.
1 of 113
7/16/2012 8:43 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/310569/000119312512302065/...
Table of Contents

Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-169514
Prospectus Supplement
(To prospectus dated 21 September 2010, as previously amended by the Prospectus Supplement dated 6 October 2011) (as so
amended, the "Prospectus")

$1,500,000,000 0.800% Notes due 2015
$2,000,000,000 1.375% Notes due 2017
$3,000,000,000 2.500% Notes due 2022
$1,000,000,000 3.750% Notes due 2042
Fully and unconditionally guaranteed by
The fixed rate notes due 2015 (the "2015 Fixed Rate Notes") wil bear interest at a rate of 0.800% per year, the fixed rate notes due 2017 (the "2017 Fixed Rate Notes") will
bear interest at a rate of 1.375% per year, the fixed rate notes due 2022 (the "2022 Fixed Rate Notes") wil bear interest at a rate of 2.500% per year and the fixed rate notes
due 2042 (the "2042 Fixed Rate Notes", and together with the "2015 Fixed Rate Notes", "2017 Fixed Rate Notes" and "2022 Fixed Rate Notes", the "Notes") will bear
interest at a rate of 3.750% per year. Interest on the Notes wil be payable semi-annual y in arrears on 15 January and 15 July of each year, commencing on 15 January 2013. The
2015 Fixed Rate Notes wil mature on 15 July 2015, the 2017 Fixed Rate Notes wil mature on 15 July 2017, the 2022 Fixed Rate Notes wil mature on 15 July 2022 and the 2042
Fixed Rate Notes wil mature on 15 July 2042. The Notes wil be issued by Anheuser-Busch InBev Worldwide Inc. (the "Issuer") and will be fully and unconditionally guaranteed
by Anheuser-Busch InBev SA/NV (the "Parent Guarantor"), Brandbrew S.A., Cobrew NV/SA, and Anheuser-Busch Companies, LLC (the "Subsidiary Guarantors", together
with the Parent Guarantor, the "Guarantors"). Application wil be made to list the Notes on the New York Stock Exchange. There can be no assurance that the Notes wil be
listed.
The Issuer may, at its option, redeem the Notes in whole or in part, at any time as further provided in "Description of the Notes--Optional Redemption." The Issuer may also
redeem each series of the Notes at the Issuer's (or, if applicable, the Parent Guarantor's) option, in whole but not in part, at 100% of their principal amount then outstanding plus
accrued interest if certain tax events occur as described in "Description of the Notes--Optional Tax Redemption."

Investing in the Notes involves risks. See "Risk Factors" on page S-9 and beginning on page 2 of the accompanying Prospectus. Neither the Securities and
Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus
supplement or the accompanying Prospectus. Any representation to the contrary is a criminal offense.

Public
Proceeds, before
offering
Underwriting
expenses, to the

price(1)

discount
Issuer

Per 2015 Fixed Rate Note

99.817%

0.250%

99.567%
Total for 2015 Fixed Rate Notes

$1,497,255,000
$
3,750,000
$
1,493,505,000
Per 2017 Fixed Rate Note

99.712%

0.350%

99.362%
Total for 2017 Fixed Rate Notes

$1,994,240,000
$
7,000,000
$
1,987,240,000
Per 2022 Fixed Rate Note

99.518%

0.450%

99.068%
Total for 2022 Fixed Rate Notes

$2,985,540,000
$ 13,500,000
$
2,972,040,000
Per 2042 Fixed Rate Note

99.092%

0.875%

98.217%
Total for 2042 Fixed Rate Notes

$ 990,920,000
$
8,750,000
$
982,170,000
(1) Plus accrued interest, if any, from and including 16 July 2012
The underwriters expect to deliver the Notes to purchasers in book-entry form only through the facilities of The Depository Trust Company and its direct and indirect participants
(including Euroclear S.A./N.V. and Clearstream Banking, société anonyme) on or about 16 July 2012.

Joint Bookrunners

2 of 113
7/16/2012 8:43 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/310569/000119312512302065/...
BofA Merrill Lynch

Barclays

Deutsche Bank Securities

J.P. Morgan
BNP PARIBAS
Mitsubishi UFJ Securities

Mizuho Securities

RBS SOCIETE GENERALE
Senior Co-Managers

ING

Santander

Co-Managers

Rabo Securities

SMBC Nikko

TD Securities

The date of this Prospectus Supplement is 11 July 2012.
3 of 113
7/16/2012 8:43 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/310569/000119312512302065/...
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
THE OFFERING
S-1

RECENT DEVELOPMENTS
S-7

RISK FACTORS
S-9

ABOUT THIS PROSPECTUS SUPPLEMENT
S-9

FORWARD-LOOKING STATEMENTS
S-10
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
S-12
USE OF PROCEEDS
S-13
CAPITALIZATION
S-14
DESCRIPTION OF THE NOTES
S-15
UNDERWRITING
S-23
TAXATION
S-28
VALIDITY OF THE NOTES
S-36
PROSPECTUS

ABOUT THIS PROSPECTUS
1

RISK FACTORS
2

FORWARD-LOOKING STATEMENTS
9

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
11
ANHEUSER-BUSCH INBEV SA/NV
12
ANHEUSER-BUSCH INBEV WORLDWIDE INC., AND THE SUBSIDIARY GUARANTORS
12
USE OF PROCEEDS
14
RATIOS OF EARNINGS TO FIXED CHARGES
14
CAPITALIZATION AND INDEBTEDNESS
15
LEGAL OWNERSHIP
15
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
18
CLEARANCE AND SETTLEMENT
43
TAX CONSIDERATIONS
48
PLAN OF DISTRIBUTION
64
WHERE YOU CAN FIND MORE INFORMATION
66
VALIDITY OF SECURITIES
66
EXPERTS
66
EXPENSES
68
PROSPECTUS SUPPLEMENT DATED 6 OCTOBER 2011

4 of 113
7/16/2012 8:43 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/310569/000119312512302065/...
Table of Contents
THE OFFERING
This section outlines the specific financial and legal terms of the Notes that are more generally described under
"Description of the Notes" beginning on page S-15 of this prospectus supplement and under "Description of Debt Securities
and Guarantees" beginning on page 18 of the accompanying Prospectus. If anything described in this section is inconsistent
with the terms described under "Description of the Notes" in this prospectus supplement or in "Description of Debt
Securities and Guarantees" in the accompanying Prospectus, the terms described below shall prevail. References to "$" or
"USD" in this prospectus supplement are to U.S. dollars, and references to "" or "EUR" are to euros. References to "we",
"us" and "our" are, as the context requires, to Anheuser-Busch InBev SA/NV or Anheuser-Busch InBev SA/NV and the group
of companies owned and/or controlled by Anheuser-Busch InBev SA/NV as more fully described on page 1 of the
accompanying Prospectus.

Issuer
Anheuser-Busch InBev Worldwide Inc., a Delaware corporation (the "Issuer").

Parent Guarantor
Anheuser-Busch InBev SA/NV, a Belgian public limited liability company (the
"Parent Guarantor").

Subsidiary Guarantors
Brandbrew S.A., Cobrew NV/SA and Anheuser-Busch Companies, LLC (each a
"Subsidiary Guarantor" and together with the Parent Guarantor, the
"Guarantors"), will, along with the Parent Guarantor, jointly and severally
guarantee the Notes on an unconditional, full and irrevocable basis, subject to
certain limitations described in "Description of Debt Securities and
Guarantees" in the accompanying Prospectus.

Securities Offered
$1,500,000,000 aggregate principal amount of 0.800% notes due 2015 (the
"2015 Fixed Rate Notes"). The 2015 Fixed Rate Notes will mature on 15 July
2015.

$2,000,000,000 aggregate principal amount of 1.375% notes due 2017 (the

"2017 Fixed Rate Notes"). The 2017 Fixed Rate Notes will mature on 15 July
2017.

$3,000,000,000 aggregate principal amount of 2.500% notes due 2022 (the

"2022 Fixed Rate Notes"). The 2022 Fixed Rate Notes will mature on 15 July
2022.

$1,000,000,000 aggregate principal amount of 3.750% notes due 2042 (the

"2042 Fixed Rate Notes"). The 2042 Fixed Rate Notes will mature on 15 July
2042.

The Notes are redeemable prior to maturity as described in "Description of the
Notes--Optional Redemption" and all of the Notes will be redeemable prior to

maturity as described under "Description of the Notes--Optional Tax
Redemption."

Price to Public
99.817% of the principal amount of the 2015 Fixed Rate Notes, plus accrued
interest, if any, from and including 16 July 2012.

99.712% of the principal amount of the 2017 Fixed Rate Notes, plus accrued

interest, if any, from and including 16 July 2012.

S-1
5 of 113
7/16/2012 8:43 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/310569/000119312512302065/...
Table of Contents
99.518% of the principal amount of the 2022 Fixed Rate Notes, plus accrued

interest, if any, from and including 16 July 2012.

99.092% of the principal amount of the 2042 Fixed Rate Notes, plus accrued interest, if any, from and including 16 July 2012.

Ranking of the Notes
The Notes will be senior unsecured obligations of the Issuer and will rank
equally with all other existing and future unsecured and

unsubordinated debt obligations of the Issuer.

Ranking of the Guarantees
Subject to certain limitations described in "Description of Debt Securities and
Guarantees" in the accompanying Prospectus, each Note will be jointly and
severally guaranteed by each of the Guarantors, on an unconditional, full and
irrevocable basis (each a "Guarantee" and collectively the "Guarantees").
The Guarantees will be the direct, unconditional, unsecured and unsubordinated
general obligations of the Guarantors. The Guarantees will rank pari passu
among themselves, without any preference of one over the other by reason of
priority of date of issue or otherwise, and equally with all other existing and
future unsecured and unsubordinated general obligations of the Guarantors. Each
of the Guarantors other than the Parent Guarantor shall be entitled to terminate
its Guarantee in certain circumstances as further described under "Description
of Debt Securities and Guarantees" in the accompanying Prospectus.

Minimum Denomination
The Notes will be issued in denominations of $1,000 and integral multiples of
$1,000 in excess thereof.

Payment of Principal and Interest on the
The principal amount of the 2015 Fixed Rate Notes is $1,500,000,000 and the
Notes
2015 Fixed Rate Notes will bear interest at the rate per annum of 0.800%.

The principal amount of the 2017 Fixed Rate Notes is $2,000,000,000 and the

2017 Fixed Rate Notes will bear interest at the rate per annum of 1.375%.

The principal amount of the 2022 Fixed Rate Notes is $3,000,000,000 and the

2022 Fixed Rate Notes will bear interest at the rate per annum of 2.500%.

The principal amount of the 2042 Fixed Rate Notes is $1,000,000,000 and the

2042 Fixed Rate Notes will bear interest at the rate per annum of 3.750%.

Interest on the Notes will be payable semi-annually in arrears on 15 January and

15 July of each year, commencing on 15 January 2013. Interest on the Notes will
accrue from 16 July 2012.

If the date of such interest payment is not a Business Day, then payment will be

made on the next succeeding Business Day. Interest

S-2
6 of 113
7/16/2012 8:43 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/310569/000119312512302065/...
Table of Contents
will accrue on the Notes until the principal of the applicable Notes is paid or

duly made available for payment. Interest on the Notes will be calculated on the
basis of a 360-day year consisting of twelve 30-day months.

Interest on the Notes will be paid to the persons in whose names such Notes (or
one or more predecessor notes) are registered at the close of business on the

applicable 1 January and 1 July, immediately preceding the applicable interest
payment date, whether or not such date is a Business Day.

If the date of maturity of principal of any Note or the date fixed for redemption
or payment in connection with an acceleration of any Note is not a Business
Day, then payment of interest or principal need not be made on such date, but

may be made on the next succeeding Business Day with the same force and
effect as if made on the date of maturity or the date fixed for redemption or
payment in connection with an acceleration, and no interest shall accrue as a
result of the delayed payment.

Business Day
A day on which commercial banks and exchange markets are open, or not
authorized to close, in the City of New York, London and Brussels.

Additional Amounts
To the extent any Guarantor is required to make payments in respect of the
Notes, such Guarantor will make all payments in respect of the Notes without
withholding or deduction for or on account of any present or future taxes or
duties of whatever nature imposed or levied by way of withholding or deduction
at source by or on behalf of any jurisdiction in which such Guarantor is
incorporated, organized, or otherwise tax resident or any political subdivision
or any authority thereof or therein having power to tax (the "Relevant Taxing
Jurisdiction") unless such withholding or deduction is required by law, in
which event, such Guarantor will pay to the Holders such additional amounts
(the "Additional Amounts") as shall be necessary in order that the net amounts
received by the Holders, after such withholding or deduction, shall equal the
respective amounts of principal and interest which would otherwise have been
receivable in the absence of such withholding or deduction, except that no such
Additional Amounts shall be payable on account of any taxes or duties only in
the circumstances described under "Description of Debt Securities and
Guarantees--Additional Amounts" in the accompanying Prospectus.

References to principal or interest in respect of the Notes include any

Additional Amounts, which may be payable as set forth in the Indenture (as
defined herein).

The covenant regarding Additional Amounts will not apply to any Guarantor at any time when such Guarantor is incorporated in a

S-3
7 of 113
7/16/2012 8:43 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/310569/000119312512302065/...
Table of Contents
jurisdiction in the United States, but shall apply to the Issuer at any time that the

Issuer is incorporated in any jurisdiction outside the United States.

Optional Redemption
The Notes may be redeemed at any time, at the Issuer's option, as a whole or in
part, upon not less than 30 nor more than 60 days' prior notice, at a redemption
price equal to the greater of:

· 100% of the aggregate principal amount of the Notes to be redeemed; and

· as determined by the Independent Investment Banker (as defined below),
the sum of the present values of the remaining scheduled payments of
principal and interest on the Notes to be redeemed (not including any
portion of such payments of interest accrued to the date of redemption)
discounted to the redemption date on a semi-annual basis (assuming a

360-day year consisting of twelve 30-day months) at the Treasury Rate
described herein plus 10 basis points in the case of the 2015 Fixed Rate
Notes, 12.5 basis points in the case of the 2017 Fixed Rate Notes, 15 basis
points in the case of the 2022 Fixed Rate Notes and 20 basis points in the
case of the 2042 Fixed Rate Notes;

plus, in each case described above, accrued and unpaid interest on the principal

amount being redeemed to (but excluding) the redemption date.

Optional Tax Redemption
Each series of Notes may be redeemed at any time, at the Issuer's or the Parent
Guarantor's option, as a whole, but not in part, upon not less than 30 nor more
than 60 days' prior notice, at a redemption price equal to 100% of the principal
amount of the Notes of such series then outstanding plus accrued and unpaid
interest on the principal amount being redeemed (and all Additional Amounts
(see "Description of Debt Securities and Guarantees--Additional Amounts" in
the accompanying Prospectus), if any) to (but excluding) the redemption date, if
(i) as a result of any change in, or amendment to, the laws, treaties, regulations
or rulings of a jurisdiction in which the Issuer or any Guarantor is incorporated,
organized, or otherwise tax resident or any political subdivision or any authority
thereof or therein having power to tax, or in the interpretation, application or
administration of any such laws, treaties, regulations or rulings (including a
holding, judgment or order by a court of competent jurisdiction) which becomes
effective on or after 11 July 2012 (any such change or amendment, a "Change in
Tax Law"), the Issuer or (if a payment were then due under a Guarantee, the
relevant Guarantor) would be required to pay Additional Amounts and (ii) such
obligation cannot be avoided by the Issuer (or the relevant Guarantor) taking
reasonable measures available to it, provided, however, that any series of Notes
may not be redeemed to the extent such Additional Amounts arise solely as a
result of the

S-4
8 of 113
7/16/2012 8:43 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/310569/000119312512302065/...
Table of Contents
Issuer assigning its obligations under such Notes to a Substitute Issuer (as defined in "Description of the Notes"), unless this
assignment to a Substitute Issuer is undertaken as part of a plan of merger by the Parent Guarantor.

No notice of redemption may be given earlier than 90 days prior to the earliest
date on which the Issuer or the Guarantor would be obligated to pay the

Additional Amounts if a payment in respect of such series of Notes were then
due.

Use of Proceeds
The Issuer intends to apply substantially all of the net proceeds (estimated to be
$7,435 million before expenses) from the sale of the Notes toward general
corporate purposes and pre-funding of financing related to the announced
combination with (or acquisition of shares of) Grupo Modelo.

Listing and Trading
Application will be made for the Notes to be admitted to listing on the New
York Stock Exchange ("NYSE"). No assurance can be given that such
application will be approved.

Name of Depositary
The Depository Trust Company ("DTC").

Book-Entry Form
The Notes will initially be issued to investors in book-entry form only. Fully-
registered global notes representing the total aggregate principal amount of the
Notes of each series will be issued and registered in the name of a nominee for
DTC, the securities depositary for the Notes, for credit to accounts of direct or
indirect participants in DTC, including Euroclear S.A./N.V. ("Euroclear") and
Clearstream Banking, société anonyme ("Clearstream"). Unless and until
Notes in definitive certificated form are issued, the only holder will be Cede &
Co., as nominee of DTC, or the nominee of a successor depositary. Except as
described in this prospectus supplement or accompanying Prospectus, a
beneficial owner of any interest in a global note will not be entitled to receive
physical delivery of definitive Notes. Accordingly, each beneficial owner of any
interest in a global note must rely on the procedures of DTC, Euroclear,
Clearstream, or their participants, as applicable, to exercise any rights under the
Notes.

Taxation
For a discussion of the United States, Belgian and Luxembourg tax consequences
associated with the Notes, see "Taxation--Supplemental Discussion of United
States Taxation," "Taxation--Belgian Taxation" and "Taxation--Luxembourg
Taxation" in this prospectus supplement and "Tax Considerations" in the
accompanying Prospectus. Investors should consult their own tax advisors in
determining the non-United States, United States federal, state, local and any
other tax consequences to them of the purchase, ownership and disposition of the
Notes.

S-5
9 of 113
7/16/2012 8:43 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/310569/000119312512302065/...
Table of Contents
Governing Law
The Notes, the Guarantees and the Indenture related thereto, will be governed
by, and construed in accordance with, the laws of the State of New York.

Additional Notes
The Issuer may, from time to time, without notice to or the consent of the
Holders, create and issue, pursuant to the Indenture and in accordance with
applicable laws and regulations, additional Notes of a series (the "Additional
Notes") maturing on the same maturity date as the other Notes of that series and
having the same terms and conditions under the Indenture (including with respect
to the Guarantors and the Guarantees) as the previously outstanding Notes of that
series in all respects (or in all respects except for the issue date and the amount
and, in some cases, the date of the first payment of interest thereon) so that such
Additional Notes shall be consolidated and form a single series with the
previously outstanding Notes of that series. Without limiting the foregoing, the
Issuer may, from time to time, without notice to or the consent of the Holders,
create and issue, pursuant to the Indenture and in accordance with applicable
laws and regulations, additional series of notes with additional or different
terms and maturity dates than the Notes.

Trustee, Principal Paying Agent, Transfer
The Trustee, principal paying agent, transfer agent, calculation agent and
Agent, Calculation Agent and Registrar
registrar is The Bank of New York Mellon Trust Company, N.A. ("Trustee").

CUSIPs:
2015 Fixed Rate Notes: 03523TBM9
2017 Fixed Rate Notes: 03523TBN7
2022 Fixed Rate Notes: 03523TBP2
2042 Fixed Rate Notes: 03523TBQ0

ISINs:
2015 Fixed Rate Notes: US03523TBM99
2017 Fixed Rate Notes: US03523TBN72
2022 Fixed Rate Notes: US03523TBP21
2042 Fixed Rate Notes: US03523TBQ04

S-6
10 of 113
7/16/2012 8:43 AM