Obligation Anheuser-Busch InBev SA 4.75% ( US035240AP56 ) en USD

Anheuser-Busch InBev SA

100 % ▲

Etats-unis

US035240AP56 ( en USD )

4.75% par an ( paiement semestriel )

14/04/2058

Prospectus brochure de l'obligation Anheuser-Busch InBev US035240AP56 en USD 4.75%, échéance 14/04/2058

2 000 USD

1 500 000 000 USD

035240AP5

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

15/04/2026 ( Dans 162 jours )

Anheuser-Busch InBev est une société brassicole multinationale belgo-brésilienne, la plus grande au monde, possédant un vaste portefeuille de marques de bières telles que Budweiser, Corona et Stella Artois.

L'Obligation émise par Anheuser-Busch InBev SA ( Etats-unis ) , en USD, avec le code ISIN US035240AP56, paye un coupon de 4.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2058

L'Obligation émise par Anheuser-Busch InBev SA ( Etats-unis ) , en USD, avec le code ISIN US035240AP56, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Anheuser-Busch InBev SA ( Etats-unis ) , en USD, avec le code ISIN US035240AP56, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B5 1 d554913d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-223774
CALCULATION OF REGISTRATION FEE

Maximum
Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee(1)
$500,000,000 Floating Rate Notes due 2024

$500,000,000

$62,250
Guarantees of $500,000,000 Floating Rate Notes due 2024(2)

(3)

(3)
$1,500,000,000 3.500% Notes due 2024

$1,500,000,000
$186,750
Guarantees of $1,500,000,000 3.500% Notes due 2024(2)

(3)

(3)
$2,500,000,000 4.000% Notes due 2028

$2,500,000,000
$311,250
Guarantees of $2,500,000,000 4.000% Notes due 2028(2)

(3)

(3)
$1,500,000,000 4.375% Notes due 2038

$1,500,000,000
$186,750
Guarantees of $1,500,000,000 4.375% Notes due 2038(2)

(3)

(3)
$2,500,000,000 4.600% Notes due 2048

$2,500,000,000
$311,250
Guarantees of $2,500,000,000 4.600% Notes due 2048(2)

(3)

(3)
$1,500,000,000 4.750% Notes due 2058

$1,500,000,000
$186,750
Guarantees of $1,500,000,000 4.750% Notes due 2058(2)

(3)

(3)
Total

$10,000,000,000
$1,245,000

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
(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.
Table of Contents
Prospectus Supplement
(To Prospectus dated 19 March 2018) (the "Prospectus")

Anheuser-Busch InBev Worldwide Inc.
$500,000,000 Floating Rate Notes due 2024
$1,500,000,000 3.500% Notes due 2024
$2,500,000,000 4.000% Notes due 2028
$1,500,000,000 4.375% Notes due 2038
$2,500,000,000 4.600% Notes due 2048
$1,500,000,000 4.750% Notes due 2058
Fully and unconditionally guaranteed by
Anheuser-Busch InBev SA/NV
Anheuser-Busch InBev Finance Inc.
Brandbev S.à r.l.
Brandbrew S.A.
Cobrew NV
https://www.sec.gov/Archives/edgar/data/310569/000119312518090856/d554913d424b5.htm[3/22/2018 10:04:58 AM]

Final Prospectus Supplement
Anheuser-Busch Companies, LLC

The fixed rate notes due 2024 (the "2024 Fixed Rate Notes") will bear interest at a rate of 3.500% per year, the fixed rate notes due 2028 (the "2028
Fixed Rate Notes") will bear interest at a rate of 4.000% per year, the fixed rate notes due 2038 (the "2038 Fixed Rate Notes") will bear interest at a
rate of 4.375% per year, the fixed rate notes due 2048 (the "2048 Fixed Rate Notes") will bear interest at a rate of 4.600% per year, the fixed rate notes
due 2058 (the "2058 Fixed Rate Notes," and together with the 2024 Fixed Rate Notes, the 2028 Fixed Rate Notes, the 2038 Fixed Rate Notes and the
2048 Fixed Rate Notes, the "Fixed Rate Notes") will bear interest at a rate of 4.750% per year. Interest on the 2024 Fixed Rate Notes will be payable
semi-annually in arrears on January 12 and July 12 of each year, commencing on July 12, 2018, interest on the 2028 Fixed Rate Notes will be payable
semi-annually in arrears on April 13 and October 13 of each year, commencing on October 13, 2018, interest on the 2038 Fixed Rate Notes will be
payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2018, interest on the 2048 Fixed Rate Notes will
be payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2018 and interest on the 2058 Fixed Rate Notes
will be payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2018. The 2024 Fixed Rate Notes will
mature on January 12, 2024, the 2028 Fixed Rate Notes will mature on April 13, 2028, the 2038 Fixed Rate Notes will mature on April 15, 2038, the
2048 Fixed Rate Notes will mature on April 15, 2048 and the 2058 Fixed Rate Notes will mature on April 15, 2058. The floating rate notes due 2024 (the
"Floating Rate Notes," and together with the Fixed Rate Notes, the "Notes") will bear interest at a floating rate per year equal to the 3-month U.S.
dollar London Interbank Offered Rate ("LIBOR"), reset quarterly, plus 0.74%. Interest on the Floating Rate Notes will be payable quarterly in arrears on
January 12, April 12, July 12 and October 12 of each year, commencing on July 12, 2018. The Floating Rate Notes will mature on January 12, 2024. The
Notes will 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"), Anheuser-Busch InBev Finance Inc., Brandbev S.à r.l., Brandbrew S.A., Cobrew NV, and Anheuser-Busch
Companies, LLC (the "Subsidiary Guarantors," and together with the Parent Guarantor, the "Guarantors"). Application will be made to list each series
of Notes on the New York Stock Exchange. There can be no assurance that any series of Notes will be listed.
The Issuer may, at its option, redeem each series of Fixed Rate Notes in whole or in part, at any time as further provided in "Description of the Notes--
Optional Redemption." The Floating Rate Notes are not subject to such Optional Redemption (as defined herein). 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 the 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-7 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.

Proceeds, before
Public Offering
Underwriting
expenses, to the

Price

discount

issuer

Per 2024 Fixed Rate Note

99.507%

0.350%

99.157%
Total for 2024 Fixed Rate Notes

$1,492,605,000
$ 5,250,000
$1,487,355,000
Per 2028 Fixed Rate Note

99.216%

0.450%

98.766%
Total for 2028 Fixed Rate Notes

$2,480,400,000
$11,250,000
$2,469,150,000
Per 2038 Fixed Rate Note

98.555%

0.800%

97.755%
Total for 2038 Fixed Rate Notes

$1,478,325,000
$12,000,000
$1,466,325,000
Per 2048 Fixed Rate Note

99.434%

0.875%

98.559%
Total for 2048 Fixed Rate Notes

$2,485,850,000
$21,875,000
$2,463,975,000
Per 2058 Fixed Rate Note

99.377%

0.950%

98.427%
Total for 2058 Fixed Rate Notes

$1,490,655,000
$14,250,000
$1,476,405,000
Per Floating Rate Note

100.000%

0.350%

99.650%
Total for Floating Rate Notes

$ 500,000,000
$ 1,750,000
$ 498,250,000

(1)
Plus accrued interest, if any, from and including April 4, 2018.
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 April 4, 2018.

Joint Bookrunners

BofA Merrill Lynch

Barclays
Deutsche Bank Securities
J.P. Morgan
Mizuho Securities

Citigroup

Rabo Securities

SMBC Nikko
https://www.sec.gov/Archives/edgar/data/310569/000119312518090856/d554913d424b5.htm[3/22/2018 10:04:58 AM]

Final Prospectus Supplement
Co-Managers

NatWest Markets

Wells Fargo Securities

COMMERZBANK

US Bancorp
The date of this Prospectus Supplement is March 20, 2018.

Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
THE OFFERING
S-1
RISK FACTORS
S-7
ABOUT THIS PROSPECTUS SUPPLEMENT
S-8
FORWARD-LOOKING STATEMENTS
S-9
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
S-11
USE OF PROCEEDS
S-12
CAPITALIZATION
S-13
DESCRIPTION OF THE NOTES
S-14
UNDERWRITING
S-22
TAXATION
S-26
VALIDITY OF THE SECURITIES
S-33
EXPERTS
S-33
PROSPECTUS

ABOUT THIS PROSPECTUS
1
RISK FACTORS
2
FORWARD-LOOKING STATEMENTS
10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
11
ANHEUSER-BUSCH INBEV SA/NV
12
ANHEUSER-BUSCH INBEV FINANCE INC.
13
ANHEUSER-BUSCH INBEV WORLDWIDE INC.
13
THE GUARANTORS
13
USE OF PROCEEDS
13
RATIOS OF EARNINGS TO FIXED CHARGES
14
CAPITALIZATION AND INDEBTEDNESS
15
LEGAL OWNERSHIP
16
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
18
CLEARANCE AND SETTLEMENT
40
TAX CONSIDERATIONS
45
PLAN OF DISTRIBUTION
69
WHERE YOU CAN FIND MORE INFORMATION
70
VALIDITY OF SECURITIES
70
EXPERTS
71
EXPENSES
71

Table of Contents
THE OFFERING
This section outlines the specific financial and legal terms of the Notes that are described in greater detail under "Description of the
Notes" beginning on page S-14 of this Prospectus Supplement and under "Description of Debt Securities and Guarantees" beginning on page 18 of
https://www.sec.gov/Archives/edgar/data/310569/000119312518090856/d554913d424b5.htm[3/22/2018 10:04:58 AM]

Final Prospectus Supplement
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
Anheuser-Busch InBev Finance Inc., Brandbev S.à r.l., Brandbrew S.A., Cobrew NV 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 3.500% notes due 2024 (the "2024 Fixed Rate
Notes"). The 2024 Fixed Rate Notes will mature on January 12, 2024.

$2,500,000,000 aggregate principal amount of 4.000% notes due 2028 (the "2028 Fixed Rate
Notes"). The 2028 Fixed Rate Notes will mature on April 13, 2028.

$1,500,000,000 aggregate principal amount of 4.375% notes due 2038 (the "2038 Fixed Rate
Notes"). The 2038 Fixed Rate Notes will mature on April 15, 2038.

$2,500,000,000 aggregate principal amount of 4.600% notes due 2048 (the "2048 Fixed Rate
Notes"). The 2048 Fixed Rate Notes will mature on April 15, 2048.

$1,500,000,000 aggregate principal amount of 4.750% notes due 2058 (the "2058 Fixed Rate
Notes"). The 2058 Fixed Rate Notes will mature on April 15, 2058.

$500,000,000 aggregate principal amount of floating rate notes due 2024 (the "Floating Rate

Notes"). The Floating Rate Notes will mature on January 12, 2024.
The Fixed Rate Notes, but not the Floating Rate 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
99.507% of the principal amount of the 2024 Fixed Rate Notes, plus accrued interest, if any,
from and including April 4, 2018.

99.216% of the principal amount of the 2028 Fixed Rate Notes, plus accrued interest, if any,
from and including April 4, 2018.

98.555% of the principal amount of the 2038 Fixed Rate Notes, plus accrued interest, if any,

from and including April 4, 2018.

S-1
Table of Contents

99.434% of the principal amount of the 2048 Fixed Rate Notes, plus accrued interest, if any,
from and including April 4, 2018.

99.377% of the principal amount of the 2058 Fixed Rate Notes, plus accrued interest, if any,
from and including April 4, 2018.

100% of the principal amount of the Floating Rate Notes, plus accrued interest, if any, from

and including April 4, 2018.
Ranking of the Notes
The Notes will be senior unsecured obligations of the Issuer and will rank equally among
https://www.sec.gov/Archives/edgar/data/310569/000119312518090856/d554913d424b5.htm[3/22/2018 10:04:58 AM]

Final Prospectus Supplement
themselves, and 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 pari passu 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 2024 Fixed Rate Notes is $1,500,000,000 and the 2024 Fixed Rate
Fixed Rate Notes
Notes will bear interest at the rate per annum of 3.500%.

The principal amount of the 2028 Fixed Rate Notes is $2,500,000,000 and the 2028 Fixed Rate
Notes will bear interest at the rate per annum of 4.000%.

The principal amount of the 2038 Fixed Rate Notes is $1,500,000,000 and the 2038 Fixed Rate
Notes will bear interest at the rate per annum of 4.375%.

The principal amount of the 2048 Fixed Rate Notes is $2,500,000,000 and the 2048 Fixed Rate
Notes will bear interest at the rate per annum of 4.600%.

The principal amount of the 2058 Fixed Rate Notes is $1,500,000,000 and the 2058 Fixed Rate

Notes will bear interest at the rate per annum of 4.750%.
Interest on the 2024 Fixed Rate Notes will be payable semi-annually in arrears on January 12
and July 12 of each year, commencing on July 12, 2018, interest on the 2028 Fixed Rate Notes
will be payable semi-annually in arrears on April 13 and October 13 of each year, commencing
on October 13, 2018, interest on the 2038 Fixed Rate Notes will be payable semi-annually in
arrears on April 15 and October 15 of each year, commencing on October 15, 2018, interest on
the 2048 Fixed Rate Notes will be payable semi-annually in arrears on April 15 and October
15 of each year, commencing on October 15, 2018 and interest on the 2058 Fixed Rate Notes
will be payable semi-annually in arrears on April 15 and October 15 of each year, commencing
on October 15, 2018. Interest on the Fixed Rate Notes will accrue from April 4, 2018.

If the date of such interest payment is not a Business Day, then payment will be made on the
next succeeding Business Day and no interest shall accrue on the payment so deferred. Interest
will accrue on the Fixed Rate Notes until the principal of the applicable Fixed Rate Notes is
paid or duly made available for payment. Interest on the Fixed Rate Notes will be calculated

on the basis of a 360-day year consisting of twelve 30-day months.

S-2
Table of Contents

Interest on the 2024 Fixed Rate Notes will be paid to the persons in whose names such 2024
Fixed Rate Notes (or one or more predecessor notes) are registered at the close of business on
the January 1 and July 1 immediately preceding the applicable interest payment date, whether
or not such date is a Business Day. Interest on the 2028 Fixed Rate Notes will be paid to the
persons in whose names the 2028 Fixed Rate Notes are registered at the close of business on
the April 1 and October 1 immediately preceding the applicable interest payment date, whether
or not such date is a Business Day. Interest on the 2038 Fixed Rate Notes will be paid to the
persons in whose names the 2038 Fixed Rate Notes are registered at the close of business on
https://www.sec.gov/Archives/edgar/data/310569/000119312518090856/d554913d424b5.htm[3/22/2018 10:04:58 AM]

Final Prospectus Supplement
the April 1 and October 1 immediately preceding the applicable interest payment date, whether
or not such date is a Business Day. Interest on the 2048 Fixed Rate Notes will be paid to the
persons in whose names the 2048 Fixed Rate Notes are registered at the close of business on
the April 1 and October 1 immediately preceding the applicable interest payment date, whether
or not such date is a Business Day. Interest on the 2058 Fixed Rate Notes will be paid to the
persons in whose names the 2058 Fixed Rate Notes are registered at the close of business on
the April 1 and October 1 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 Fixed Rate Note or the date fixed for redemption or
payment in connection with an acceleration of any Fixed Rate 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.
Payment of Principal and Interest on the
The principal amount of the Floating Rate Notes is $500,000,000 and the Floating Rate Notes
Floating Rate Notes
will bear interest at a floating rate per annum equal to the 3-month U.S. dollar LIBOR, reset

quarterly, plus 0.74%.
Interest on the Floating Rate Notes will be payable quarterly in arrears on January 12, April
12, July 12 and October 12 of each year, commencing on July 12, 2018 (each, a "Floating

Rate Interest Payment Date").
If a Floating Rate Interest Payment Date (other than the maturity date or a date fixed for
redemption or payment in connection with an acceleration of the Floating Rate Notes) is not a
Business Day, then such Floating Rate Interest Payment Date will be postponed to the next
succeeding Business Day unless that Business Day is in the next succeeding calendar month,
in which case, such Floating Rate Interest Payment Date will be the immediately preceding
Business Day, and interest will accrue on the Floating Rate Notes until the principal of the
Floating Rate Notes is paid or duly made available for payment. Interest on the Floating Rate
Notes will be calculated on the basis of the actual number of days in the relevant interest

period divided by 360.
Interest on the Floating Rate Notes will be paid to the persons in whose names the Floating
Rate Notes (or one or more predecessor notes) are registered at the close of business on the
fifteenth calendar day immediately preceding the applicable Floating Rate Interest Payment

Date, whether or not such day is a Business Day.
If the date of maturity of principal of the Floating Rate Notes or the date fixed for redemption
or payment in connection with an acceleration of the Floating Rate Notes 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 on 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

S-3
Table of Contents
Jurisdiction") unless such withholding or deduction is required by law, in which event, such
https://www.sec.gov/Archives/edgar/data/310569/000119312518090856/d554913d424b5.htm[3/22/2018 10:04:58 AM]

Final Prospectus Supplement
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 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
Prior to (i) with respect to the 2024 Fixed Rate Notes, December 12, 2023 (one month prior to
the maturity date of the 2024 Fixed Rate Notes), (ii) with respect to the 2028 Fixed Rate Notes,
January 13, 2028 (three months prior to the maturity date of the 2028 Fixed Rate Notes), (iii)
with respect to the 2038 Fixed Rate Notes, October 15, 2037 (six months prior to the maturity
date of the 2038 Fixed Rate Notes), (iv) with respect to the 2048 Fixed Rate Notes, October 15,
2047 (six months prior to the maturity date of the 2048 Fixed Rate Notes), (v) with respect to
the 2058 Fixed Rate Notes, October 15, 2057 (six months prior to the maturity date of the 2058
Fixed Rate Notes), each series of Fixed Rate Notes, but not the Floating Rate Notes, may be
redeemed at any time, at the Issuer's option, as a whole or in part, upon not less than 10 nor
more than 60 days' prior notice, at a redemption price equal to the greater of:

· ?100% of the aggregate principal amount of the Fixed Rate 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 Fixed Rate Notes to be redeemed as if the Fixed Rate Notes to
be redeemed matured on the applicable Par Call Date (as defined herein) (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 plus the applicable Spread (as defined herein) for such series of 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.

On or after, with respect to the 2024 Fixed Rate Notes, December 12, 2023 (one month prior
to the maturity date of the 2024 Fixed Rate Notes), (ii) with respect to the 2028 Fixed Rate
Notes, January 13, 2028 (three months prior to the maturity date of the 2028 Fixed Rate
Notes), (iii) with respect to the 2038 Fixed Rate Notes, October 15, 2037 (six months prior to
the maturity date of the 2038 Fixed Rate Notes), (iv) with respect to the 2048 Fixed Rate
Notes, October 15, 2047 (six months prior to the maturity date of the 2048 Fixed Rate Notes)
and (v) with respect to the 2058 Fixed Rate Notes, October 15, 2057 (six months prior to the

maturity date of the 2058 Fixed Rate Notes), each series

S-4
Table of Contents
of Fixed Rate Notes will be redeemable as a whole or in part, at the Issuer's option at any time
and from time to time at a redemption price equal to 100% of the principal amount of the
Fixed Rate Notes being redeemed, plus accrued and unpaid interest to, but excluding, the date

of redemption.
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 10 nor more than 60 days' prior notice,
https://www.sec.gov/Archives/edgar/data/310569/000119312518090856/d554913d424b5.htm[3/22/2018 10:04:58 AM]

Final Prospectus Supplement
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 April 4, 2018 (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 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 $9,861 million
before expenses) from the sale of the Notes for general corporate purposes, including the

repayment of upcoming debt maturities in 2019 and 2020.
Listing and Trading
Application will be made for each series of 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

S-5
Table of Contents
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.
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
https://www.sec.gov/Archives/edgar/data/310569/000119312518090856/d554913d424b5.htm[3/22/2018 10:04:58 AM]

Final Prospectus Supplement
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 principal
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, provided that either (i) such Additional Notes are fungible with the Notes
of such series offered hereby for U.S. federal income tax purposes or (ii) such Additional
Notes shall have a separate CUSIP number. 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 registrar is The Bank
Agent, Calculation Agent and Registrar

of New York Mellon Trust Company, N.A. ("Trustee").
CUSIPs:
2024 Fixed Rate Notes: 035240AJ9
2028 Fixed Rate Notes: 035240AL4
2038 Fixed Rate Notes: 035240AM2
2048 Fixed Rate Notes: 035240AN0
2058 Fixed Rate Notes: 035240AP5

Floating Rate Notes: 035240AK6
ISINs:
2024 Fixed Rate Notes: US035240AJ96
2028 Fixed Rate Notes: US035240AL43
2038 Fixed Rate Notes: US035240AM26
2048 Fixed Rate Notes: US035240AN09
2058 Fixed Rate Notes: US035240AP56

Floating Rate Notes: US035240AK69

S-6
Table of Contents
RISK FACTORS
Investing in the Notes offered using this prospectus supplement involves risk. We urge you to carefully review the risks described below,
together with the risks described in the documents incorporated by reference into the prospectus, before you decide to buy our Notes. If any of these risks
actually occur, our business, financial condition and results of operations could suffer, and the trading price and liquidity of the Notes offered using this
prospectus supplement could decline, in which case you may lose all or part of your investment.
Risks Relating to the Notes
Uncertainty relating to the calculation of LIBOR and its potential discontinuance may materially adversely affect the value of the
Floating Rate Notes.
On July 27, 2017, the Chief Executive of the U.K. Financial Conduct Authority (the "FCA"), which regulates LIBOR, announced that the
FCA will no longer persuade or compel banks to submit rates for the calculation of LIBOR after 2021. Such announcement indicates that the continuation
of LIBOR on the current basis cannot and will not be guaranteed after 2021. Notwithstanding the foregoing, it appears highly likely that LIBOR will be
discontinued or modified by 2021.
At this time, it is not possible to predict the effect that these developments, any discontinuance, modification or other reforms to LIBOR, or
the establishment of alternative reference rates, may have on LIBOR or floating rate debt securities, including the Floating Rate Notes. Uncertainty as to
the nature of such potential discontinuance, modification, alternative reference rates or other reforms may materially adversely affect the trading market
for securities linked to LIBOR, including the Floating Rate Notes. Furthermore, the use of alternative reference rates or other reforms could cause the
interest rate calculated for the Floating Rate Notes to be materially different than expected.
If a LIBOR rate is not available on an Interest Determination Date, the terms of the Floating Rate Notes will require alternative
https://www.sec.gov/Archives/edgar/data/310569/000119312518090856/d554913d424b5.htm[3/22/2018 10:04:58 AM]

Final Prospectus Supplement
determination procedures which may result in interest payments differing from expectations and could materially affect the value of the Floating Rate
Notes. If a published LIBOR rate is unavailable after 2021 and banks are unwilling to provide quotations for the calculation of LIBOR, the rate of interest
on the Floating Rate Notes may remain the rate of interest in effect for the prior interest period on the applicable Interest Determination Date.

S-7
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
Prospective investors should rely on the information provided in this Prospectus Supplement, the accompanying Prospectus and the
documents incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. No person is authorized to make any
representation or give any information not contained in this Prospectus Supplement, the accompanying Prospectus or the documents incorporated by
reference in this Prospectus Supplement and the accompanying Prospectus. Any such representation or information not contained in this Prospectus
Supplement, the accompanying Prospectus or the documents incorporated by reference in this Prospectus Supplement and the accompanying Prospectus
must not be relied upon as having been authorized by us or the underwriters. Please see "Incorporation of Certain Information by Reference" in this
Prospectus Supplement and the accompanying Prospectus for information about the documents that are incorporated by reference.
We are not offering to sell or soliciting offers to buy any securities other than the Notes offered under this Prospectus Supplement, nor are we
offering to sell or soliciting offers to buy the Notes in places where such offers are not permitted by applicable law. You should not assume that the
information in this Prospectus Supplement or the accompanying Prospectus, or the information we have previously filed with the U.S. Securities and
Exchange Commission ("SEC") and incorporated by reference in this Prospectus Supplement and the accompanying Prospectus, is accurate as of any
date other than their respective dates.
The Notes described in this Prospectus Supplement are the Issuer's debt securities being offered under registration statement no. 333-223774
filed with the SEC, under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The accompanying Prospectus is part of that registration
statement. The accompanying Prospectus provides you with a general description of the securities that we may offer, and this Prospectus Supplement
contains specific information about the terms of this offering and the Notes. This Prospectus Supplement also adds, updates or changes information
provided or incorporated by reference in the accompanying Prospectus. Consequently, before you invest, you should read this Prospectus Supplement
together with the accompanying Prospectus as well as the documents incorporated by reference in this Prospectus Supplement and the accompanying
Prospectus. Those documents contain information about us, the Notes and other matters. Our shelf registration statement, any post-effective amendments
thereto, the various exhibits thereto, and the documents incorporated therein and herein by reference, contain additional information about us and the
Notes. All of those documents may be inspected at the office of the SEC. Our SEC filings are also available to the public on the SEC's website at
http://www.sec.gov. Certain terms used but not defined in this Prospectus Supplement are defined in the Prospectus.
References to "$" or "USD" in this Prospectus Supplement are to U.S. dollars, and references to "" or "EUR" are to euros.
The distribution of this Prospectus Supplement and the accompanying Prospectus and the offering of the Notes in certain jurisdictions may be
restricted by law. Persons who receive copies of this Prospectus Supplement and the accompanying Prospectus should inform themselves about and
observe those restrictions. See "Underwriting" in this Prospectus Supplement.

S-8
Table of Contents
FORWARD-LOOKING STATEMENTS
This Prospectus Supplement, including documents that are filed with the SEC and incorporated by reference herein, and the accompanying
Prospectus, may contain statements that include the words or phrases "will likely result", "are expected to", "will continue", "is anticipated",
"anticipate", "estimate", "project", "may", "might", "could", "believe", "expect", "plan", "potential", "we aim", "our goal", "our vision", "we
intend" or similar expressions that are forward-looking statements. These statements are subject to certain risks and uncertainties. Actual results may
differ materially from those suggested by these statements due to, among others, the risks or uncertainties listed below. See also "Risk Factors" beginning
on page 2 of the accompanying Prospectus for further discussion of risks and uncertainties that could impact our business.
These forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and
involve known and unknown risks, uncertainties and other factors, many of which are outside our control and are difficult to predict, that may cause actual
results or developments to differ materially from any future results or developments expressed or implied by the forward-looking statements. Factors that
could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others:

· local, regional, national and international economic conditions, including the risks of a global recession or a recession in one or more of our
https://www.sec.gov/Archives/edgar/data/310569/000119312518090856/d554913d424b5.htm[3/22/2018 10:04:58 AM]

Document Outline

#1">
- #1">