Obligation Anheuser-Busch InBev 4.375% ( US03523TBB35 ) en USD

Anheuser-Busch InBev

102.04 % ⇌

Etats-unis

US03523TBB35 ( en USD )

4.375% par an ( paiement semestriel )

14/02/2021 - Obligation échue

Prospectus brochure de l'obligation Anheuser-Busch InBev US03523TBB35 en USD 4.375%, échue

1 000 USD

285 362 000 USD

03523TBB3

NR

NR

L'Obligation émise par Anheuser-Busch InBev ( Etats-unis ) , en USD, avec le code ISIN US03523TBB35, paye un coupon de 4.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/02/2021

L'Obligation émise par Anheuser-Busch InBev ( Etats-unis ) , en USD, avec le code ISIN US03523TBB35, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Anheuser-Busch InBev ( Etats-unis ) , en USD, avec le code ISIN US03523TBB35, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
Page 1 of 139
424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-169514
CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered
Maximum aggregate offering price(1)
Amount of registration fee
$500,000,000 2.875% Notes due 2016
$ 500,000,000
$ 58,050
$500,000,000 4.375% Notes due 2021
$ 500,000,000
$ 58,050
$650,000,000 Floating Rate Notes due 2014
$ 650,000,000
$ 75,465
Guarantees of 2.875% Notes due 2016(2)
(3)
(3)
Guarantees of 4.375% Notes due 2021(2)
(3)
(3)
Guarantees of Floating Rate Notes due 2014(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.
http://www.sec.gov/Archives/edgar/data/310569/000119312511014308/d424b5.htm
1/26/2011

Final Prospectus Supplement
Page 2 of 139
Table of Contents

Prospectus Supplement
(To prospectus dated 21 September 2010)

Anheuser-Busch InBev Worldwide Inc.
$650,000,000 Floating Rate Notes due 2014
$500,000,000 2.875% Notes due 2016
$500,000,000 4.375% Notes due 2021
Fully and unconditionally guaranteed by
Anheuser-Busch InBev SA/NV
Brandbrew S.A.
Cobrew NV/SA
Anheuser-Busch Companies, Inc.
The notes due 2016 (the "2016 Notes") will bear interest at a rate of 2.875% per year, and the notes due 2021 (the "2021 Notes", together with the 2016 Notes, the "Fixed
Rate Notes") will bear interest at a rate of 4.375% per year. The floating rate notes due 2014 (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 0.55%. Interest on
the 2016 Notes and the 2021 Notes will be payable semi-annually in arrears on 15 February and 15 August of each year, commencing on 15 August 2011. Interest on the
Floating Rate Notes will be payable quarterly in arrears on 27 January, 27 April, 27 July and 27 October of each year, commencing on 27 April 2011. The 2016 Notes will
mature on 15 February 2016, the 2021 Notes will mature on 15 February 2021, and the Floating Rate Notes will mature on 27 January 2014. 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"),
Brandbrew S.A., Cobrew NV/SA, and Anheuser-Busch Companies, Inc. (the "Subsidiary Guarantors", together with the Parent Guarantor, the "Guarantors").
Application will be made to list the Notes on the New York Stock Exchange. There can be no assurance that the Notes will be listed.
The Issuer may, at its option, redeem each series of the Fixed Rate 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-8 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.

http://www.sec.gov/Archives/edgar/data/310569/000119312511014308/d424b5.htm
1/26/2011

Final Prospectus Supplement
Page 3 of 139
Proceeds, before
Public offering
Underwriting
expenses, to the

price(1)
discount
Issuer
Per 2016 Note

99.817%
0.35%
99.467%
Total for 2016 Notes

$499,085,000
$1,750,000
$497,335,000
Per 2021 Note

99.283%
0.45%
98.833%
Total for 2021 Notes

$496,415,000
$2,250,000
$494,165,000
Per Floating Rate Note

100%
0.25%
99.750%
Total for Floating Rate Notes

$650,000,000
$1,625,000
$648,375,000
(1) Plus accrued interest, if any, from and including 27 January 2011
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 27 January 2011.

Joint Bookrunners

Barclays Capital

BofA Merrill Lynch
J.P. Morgan
Mitsubishi UFJ Securities
Co-Managers

Banca IMI

SOCIETE GENERALE

TD Securities
The date of this Prospectus Supplement is 24 January 2011.
http://www.sec.gov/Archives/edgar/data/310569/000119312511014308/d424b5.htm
1/26/2011

Final Prospectus Supplement
Page 4 of 139
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
THE OFFERING

S-1
RECENT DEVELOPMENTS

S-7
RISK FACTORS

S-8
ABOUT THIS PROSPECTUS SUPPLEMENT

S-8
FORWARD-LOOKING STATEMENTS

S-9
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

S-11
DESCRIPTION OF THE NOTES

S-12
CAPITALIZATION

S-21
USE OF PROCEEDS

S-23
UNDERWRITING

S-24
TAXATION

S-28
VALIDITY OF THE NOTES

S-35
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
TAX CONSIDERATIONS

48
PLAN OF DISTRIBUTION

64
WHERE YOU CAN FIND MORE INFORMATION

66
VALIDITY OF SECURITIES

66
EXPERTS

66
EXPENSES

68
http://www.sec.gov/Archives/edgar/data/310569/000119312511014308/d424b5.htm
1/26/2011

Final Prospectus Supplement
Page 5 of 139
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-12 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 "$" in this prospectus supplement are to U.S.
dollars, and references to "" are to euros.

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, Inc. (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
$500,000,000 aggregate principal amount of 2.875% notes due 2016 (the "2016 Notes"). The 2016
Notes will mature on 15 February 2016.
$500,000,000 aggregate principal amount of 4.375% notes due 2021 (the "2021 Notes") . The 2021
Notes will mature on 15 February 2021.
$650,000,000 aggregate principal amount of floating rate notes due 2014 (the "Floating Rate Notes").
The Floating Rate Notes will mature on 27 January 2014.

The Fixed 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
99.817% of the principal amount of the 2016 Notes, plus accrued interest, if any, from and including
27 January 2011.

99.283% of the principal amount of the 2021 Notes, plus accrued interest, if any, from and including 27 January 2011.
100% of the principal amount of the Floating Rate Notes, plus accrued interest, if any, from and
including 27 January 2011.

http://www.sec.gov/Archives/edgar/data/310569/000119312511014308/d424b5.htm
1/26/2011

Final Prospectus Supplement
Page 6 of 139
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.

S-1
http://www.sec.gov/Archives/edgar/data/310569/000119312511014308/d424b5.htm
1/26/2011

Final Prospectus Supplement
Page 7 of 139
Table of Contents
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.

Interest Rate on the Fixed Rate Notes
The 2016 Notes will bear interest at the rate per annum of 2.875%, and the 2021 Notes will bear
interest at the rate per annum of 4.375%.
Interest on the 2016 Notes and the 2021 Notes will be payable semi-annually in arrears on 15 February
and 15 August of each year, commencing on 15 August 2011.
If the date of such interest payment is not a Business Day, then payment will be on made on the next
succeeding Business Day. 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.
Interest on the 2016 Notes and the 2021 Notes will be paid to the persons in whose names the
applicable Fixed Rate Notes (or one or more predecessor notes) are registered at the close of business
on the 1 February and 1 August, immediately preceding the applicable interest payment date, whether
or not such date is a Business Day.

Interest Rate on the Floating Rate Notes
The Floating Rate Notes will bear interest at a floating rate per annum equal to the 3-month U.S. dollar
LIBOR, reset quarterly, plus 0.55% (the "spread") from 27 January 2011.

Interest on the Floating Rate Notes will be payable quarterly in arrears on 27 January, 27 April, 27 July
and 27 October of each year, commencing on 27 April 2011 (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

http://www.sec.gov/Archives/edgar/data/310569/000119312511014308/d424b5.htm
1/26/2011

Final Prospectus Supplement
Page 8 of 139

S-2
http://www.sec.gov/Archives/edgar/data/310569/000119312511014308/d424b5.htm
1/26/2011

Final Prospectus Supplement
Page 9 of 139
Table of Contents
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.

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.
If the date of maturity of interest on or 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.

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 unless that Business Day is in the next succeeding calendar month, in which
case such payment will be made on the immediately preceding 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.

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
http://www.sec.gov/Archives/edgar/data/310569/000119312511014308/d424b5.htm
1/26/2011

Final Prospectus Supplement
Page 10 of 139
Table of Contents
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 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
Each series of the Fixed Rate 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 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 (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 15 basis points
in the case of the 2016 Notes and 20 basis points in the case of the 2021 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" in the accompanying

S-4
http://www.sec.gov/Archives/edgar/data/310569/000119312511014308/d424b5.htm
1/26/2011