Bond Anheuser-Busch InBev SA 8.2% ( US03523TBF49 ) in USD

Issuer Anheuser-Busch InBev SA
Market price refresh price now   125.875 %  ▲ 
Country  United States
ISIN code  US03523TBF49 ( in USD )
Interest rate 8.2% per year ( payment 2 times a year)
Maturity 14/01/2039



Prospectus brochure of the bond Anheuser-Busch InBev US03523TBF49 en USD 8.2%, maturity 14/01/2039


Minimal amount 2 000 USD
Total amount 1 249 274 000 USD
Cusip 03523TBF4
Standard & Poor's ( S&P ) rating A- ( Upper medium grade - Investment-grade )
Moody's rating A3 ( Upper medium grade - Investment-grade )
Next Coupon 15/07/2025 ( In 19 days )
Detailed description Anheuser-Busch InBev is a multinational beverage alcohol corporation headquartered in Leuven, Belgium, and is the world's largest brewer, producing and distributing a wide portfolio of beer brands including Budweiser, Corona, and Stella Artois.

Anheuser-Busch InBev issued a USD 1,249,274,000 bond (CUSIP: 03523TBF4, ISIN: US03523TBF49) maturing January 14, 2039, with an 8.2% coupon rate, paying semi-annually, currently trading at 100% of par, rated BBB+ by S&P and Baa1 by Moody's, with a minimum purchase size of 2,000.







Amendment No. 1 to Form F-4
F-4/A 1 df4a.htm AMENDMENT NO. 1 TO FORM F-4
Table of Contents
As filed with the Securities and Exchange Commission on 9 February 2011
Registration No. 333-169893

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1 to
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Anheuser-Busch InBev SA/NV
(Exact Name of Registrant as Specified in Its Charter)
Belgium
2082
Not Applicable
(State or other jurisdiction of
(Primary Standard Industrial
(IRS Employer
incorporation or organization)

Classification Code Number)

Identification Number)
Brouwerijplein 1,
3000 Leuven, Belgium
Telephone: (32) 16 27 61 11
(Address and telephone number of Registrant's principal executive offices)
(FOR CO-REGISTRANTS, PLEASE SEE "TABLE OF CO-REGISTRANTS" ON THE FOLLOWING PAGE)

John Blood
Anheuser-Busch InBev Services, LLC
250 Park Avenue
New York, New York 10177
Telephone: (212) 573-4366
(Name, address and telephone number of agent for service)

with a copy to:
George H. White
Sullivan & Cromwell LLP
1 New Fetter Lane
London EC4A 1AN
Telephone: (011 44) 20 7959 8900

Approximate date of commencement of proposed sale to the public: As promptly as practicable after this Registration Statement
becomes effective.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
CALCULATION OF REGISTRATION FEE



Proposed
Proposed
maximum
maximum
Amount
offering
aggregate
Title of each class of
to be
price
offering
Amount of
securities to be registered

registered


per note

price(1)

registration fee
7.20% Notes due 2014

$1,250,000,000

100%
$1,250,000,000
$
89,125(4)
7.75% Notes due 2019

$2,500,000,000

100%
$2,500,000,000
$
178,250(4)
8.20% Notes due 2039

$1,250,000,000

100%
$1,250,000,000
$
89,125(4)
(4)
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Amendment No. 1 to Form F-4
5.375% Notes due 2014

$1,550,000,000

100%
$1,550,000,000
$
110,515
6.875% Notes due 2019

$1,000,000,000

100%
$1,000,000,000
$
71,300(4)
8.000% Notes due 2039

$ 450,000,000

100%
$ 450,000,000
$
32,085(4)
Guarantees of 7.20% Notes due 2014 (2)


N/A(3)

(3)


(3)


(3)

Guarantees of 7.75% Notes due 2019 (2)


N/A(3)

(3)


(3)


(3)

Guarantees of 8.20% Notes due 2039 (2)


N/A(3)

(3)


(3)


(3)

Guarantees of 5.375% Notes due 2014 (2)


N/A(3)

(3)


(3)


(3)

Guarantees of 6.875% Notes due 2019 (2)


N/A(3)

(3)


(3)


(3)

Guarantees of 8.000% Notes due 2039 (2)


N/A(3)

(3)


(3)


(3)



(1)
Estimated solely for the purpose of calculating the registration fee under Rule 457(f) of the Securities Act of 1933, as amended (the "Securities Act").
(2)
See inside facing page for additional registrant subsidiary co-issuers and guarantors.
(3)
Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.
(4)
Previously paid.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such
date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents
TABLE OF CO-REGISTRANTS

State or Other
Primary
Jurisdiction
Standard
I.R.S.
of
Industrial
Employer
Address, Including Zip Code and
Incorporation or
Classification
Identification
Telephone Number, Including Area
Exact Name as Specified in its Charter

Organization
Number

Number

Code, of Principal Executive Offices
Anheuser-Busch InBev Worldwide Inc.*
Delaware,
2082
43-1162835
One Busch Place, St. Louis,
United States
Missouri 63118, U.S.A.




Tel: +1 (314) 577-2000
Cobrew NV/SA
Belgium
2082
N/A
Brouwerijplein 1, 3000 Leuven,
Belgium




Tel: +32 16 27 61 11
Brandbrew S.A.
Luxembourg
2082
N/A
5 rue Gabriel Lippmann
L-5365 Munsbach, Luxembourg




Tel: +352 26 15 96
Anheuser-Busch Companies, Inc.
Delaware,
2082
43-1162835
One Busch Place, St. Louis,
United States
Missouri 63118, U.S.A.




Tel: +1 (314) 577-2000

*
Anheuser-Busch InBev Worldwide Inc. is the issuer of the new notes offered hereby. The other listed registrants, including Anheuser-Busch
InBev SA/NV are guarantors of the new notes.
Table of Contents

PROSPECTUS
Anheuser-Busch InBev Worldwide Inc.
Offer to Exchange up to
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Amendment No. 1 to Form F-4
U.S.$1,250,000,000 principal amount of 7.20% Notes due 2014
U.S.$2,500,000,000 principal amount of 7.75% Notes due 2019
U.S.$1,250,000,000 principal amount of 8.20% Notes due 2039
U.S.$1,550,000,000 principal amount of 5.375% Notes due 2014
U.S.$1,000,000,000 principal amount of 6.875% Notes due 2019
U.S.$450,000,000 principal amount of 8.000% Notes due 2039
For Any and All Outstanding Unregistered
U.S.$1,250,000,000 principal amount of 7.20% Notes due 2014
U.S.$2,500,000,000 principal amount of 7.75% Notes due 2019
U.S.$1,250,000,000 principal amount of 8.20% Notes due 2039
U.S.$1,550,000,000 principal amount of 5.375% Notes due 2014
U.S.$1,000,000,000 principal amount of 6.875% Notes due 2019
U.S.$450,000,000 principal amount of 8.000% Notes due 2039
We are conducting the exchange offers in order to provide you with an opportunity to exchange your unregistered notes for
freely tradable notes that have been registered under the Securities Act.
The Exchange Offers

· We will exchange all outstanding old notes that are validly tendered and not validly withdrawn for an equal principal amount of new notes that
are freely tradable.

· You may withdraw tenders of old notes at any time prior to the expiration date of the applicable exchange offer.

· Each exchange offer for old notes expires at 5:00 p.m., New York City time, on 14 March 2011, unless extended.

· The terms of the new notes to be issued in the exchange offers are substantially identical to the old notes, except that the new notes will be
freely tradable. The new notes will have the same financial terms as the old notes, and are subject to the same business and financial risks. See
"The Exchange Offers--Terms of the Exchange Offers" for a description of the differences between the terms of the old notes under the old
indenture, and the new notes under the new indenture.
All untendered old notes will continue to be subject to the any applicable restrictions on transfer set forth in the old notes and in the indenture
governing the old notes. In general, the old notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an
exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the
exchange offers, we do not currently anticipate that we will register the old notes under the Securities Act.
Each broker-dealer that receives new notes for its own account pursuant to the exchange offers must acknowledge that it will deliver a prospectus
in connection with any resale of such new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-
dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for the old notes
where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that,
for a period of 90 days commencing on the day the relevant exchange offer is consummated (or such shorter period during which participating
broker-dealers are required by law to deliver such prospectus) we will make available a prospectus meeting the requirements of the Securities Act
for use by broker-dealers in connection with any such resale. See "Plan of Distribution".
For a more detailed description of the new notes, see "Description of the New Notes" beginning on page 32.


See "Risk Factors" beginning on page 13 for a discussion of certain risks you should consider before participating in the exchange offers.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of the new notes to be
issued in the exchange offers or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
11 February 2011
Table of Contents
TABLE OF CONTENTS



Page
Incorporation of Certain Documents by Reference


i
General Information

iii
Jurisdiction and Service of Process in the United States and Enforcement of Foreign Judgments in Belgium

iv
Forward-Looking Statements

iv
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Amendment No. 1 to Form F-4
Available Information

vii
Prospectus Summary


1
Risk Factors

13
Selected Financial Information

19
Use of Proceeds

22
Capitalization and Indebtedness

22
The Exchange Offers

24
Description of the New Notes

32
Summary of Material United States Federal Income Tax Considerations

54
Plan of Distribution

55
Validity of the New Notes and the Guarantees

57
Experts

57
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with them, which means we can disclose important information
to you by referring you to those documents. The most recent information that we file with the SEC automatically updates and supersedes earlier
information.
We have filed with the SEC a registration statement on Form F-4 relating to the securities covered by this prospectus. This prospectus is
a part of the registration statement and does not contain all the information in the registration statement. Whenever a reference is made in this
prospectus to a contract or other document of the company, the reference is only a summary and you should refer to the exhibits that are a part of
the registration statement for a copy of the contract or other document. You may review a copy of the registration statement at the SEC's public
reference room in Washington, D.C., as well as through the SEC's internet site, as discussed below.
We filed our Annual Report on Form 20-F for the fiscal year ended 31 December 2009 (the "Annual Report") with the SEC on
15 April 2010. We are incorporating the Annual Report by reference into this prospectus. We are also incorporating by reference into this
prospectus the information under the heading "Anheuser-Busch Companies. Inc. Historical Financial Information" contained in our Registration
Statement on Form 20-F filed with the SEC on 14 September 2009. We are further incorporating by reference our Report on Form 6-K furnished
to the SEC on 12 July 2010 regarding the arbitration panel's confirmation of Anheuser-Busch InBev's position in its arbitration with Grupo
Modelo, our Report on Form 6-K furnished to the SEC on 8 September 2010, regarding AB InBev's Unaudited Interim Report for the six-month
period ended 30 June 2010 (the "Second Quarter 6-K") and our Report on Form 6-K furnished to the SEC on 3 November, 2010, regarding AB
InBev's Unaudited Interim Report for the nine-month period ended 30 September 2010 (the "Third Quarter 6-K").
In addition, we will incorporate by reference into this prospectus all documents that we file with the SEC under Section 13(a), 13(c), 14
or 15(d) of the Exchange Act and, to the extent, if any, we designate therein, reports on Form 6-K we furnish to the SEC after the date of this
prospectus and until the Exchange Offers (as defined below) are completed.
We are incorporating by reference into this document important business and financial information that is not included in or
delivered with this document. This information is available without charge to you upon written or oral request. You should direct your
requests to Anheuser-Busch InBev SA/NV, Brouwerijplein 1, 3000 Leuven, Belgium (telephone: +32 (0)1 627 6111).
In order to ensure timely delivery of such documents, you must request this information no later than five business days before
the date you must make your investment decision. Accordingly, you should make any request for documents by 7 March 2011 to ensure
timely delivery of the documents prior to the expiration date of the Exchange Offers.

i
Table of Contents
In making an investment decision, prospective participants in the Exchange Offers must rely on their own examination of us and the
terms of the Exchange Offers, including the merits and risks involved. Prospective participants in the Exchange Offers should not construe
anything in this prospectus as legal, business or tax advice. Each prospective participant in the Exchange Offers should consult its own advisors as
needed to make its investment decision, to determine whether it is legally permitted to participate in the Exchange Offer under applicable laws and
regulations and to determine the particular tax consequences to it of participating in the Exchange Offers. Participants in the Exchange Offers
should be aware that they may be required to bear the financial risks of an investment in the New Notes (as defined below) for an indefinite period
of time.
This prospectus contains summaries believed to be accurate with respect to certain documents, but reference is made to the actual
documents themselves for complete information. All such summaries are qualified in their entirety by such reference. You should rely only on the
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Amendment No. 1 to Form F-4
information contained in or incorporated by reference into this prospectus. We have not authorized anyone to provide you with information that is
different. You should assume that the information contained or incorporated by reference in this prospectus is accurate only as of the date of this
prospectus or as of the date of the documents incorporated by reference, as applicable. We are not making an offer of securities in any jurisdiction
where such offer is not permitted.

ii
Table of Contents
GENERAL INFORMATION
In this prospectus, 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 (including Anheuser-Busch Companies, Inc., for
all periods following the closing of the acquisition of Anheuser-Busch by InBev on 18 November 2008);


·
"Parent Guarantor" are to Anheuser-Busch InBev SA/NV;


·
"Issuer" are to Anheuser-Busch InBev Worldwide, Inc.;


·
"Guarantors" are to the Parent Guarantor and Subsidiary Guarantors;


·
"Subsidiary Guarantors" are to Anheuser-Busch Companies, Inc., Brandbrew S.A. and Cobrew NV/SA;

·
"AB InBev Group" are to Anheuser-Busch InBev SA/NV and the group of companies owned and/or controlled by Anheuser-Busch

InBev SA/NV;

·
"InBev" or the "InBev Group" are to InBev SA/NV or InBev SA/NV and the group of companies owned and/or controlled by

InBev SA/NV, as existing prior to the closing of the Anheuser-Busch acquisition; and

·
"Anheuser-Busch" are to Anheuser-Busch Companies, Inc. and the group of companies owned and/or controlled by Anheuser-

Busch Companies, Inc., as the context requires;


NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN
FILED UNDER CHAPTER 421.B OF THE NEW HAMPSHIRE REVISED STATUTES ("RSA") WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE
STATE OF NEW HAMPSHIRE IMPLIES THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT ANY EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS
OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT
IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

iii
Table of Contents
JURISDICTION AND SERVICE OF PROCESS IN THE UNITED STATES AND ENFORCEMENT OF FOREIGN JUDGMENTS IN
BELGIUM
We are a Belgian public limited liability company. Most of the members of our Board of Directors and Executive Board of Management
and certain of the persons named herein are non-residents of the United States. A substantial portion of our assets and all or a substantial portion of
the assets of such non-resident persons are located outside the United States. As a result, it may not be possible for investors to effect service of
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Amendment No. 1 to Form F-4
process upon such persons or us or to enforce against them or us a judgment obtained in U.S. courts. Original actions or actions for the enforcement
of judgments of U.S. courts relating to the civil liability provisions of the federal or state securities laws of the United States are not directly
enforceable in Belgium. The United States and Belgium do not currently have a multilateral or bilateral treaty providing for reciprocal recognition
and enforcement of judgments, other than arbitral awards, in civil and commercial matters. In order for a final judgment for the payment of money
rendered by U.S. courts based on civil liability to produce any effect on Belgian soil, it is accordingly required that this judgment be recognized or
be declared enforceable by a Belgian court pursuant to the relevant provisions of the 2004 Belgian Code of Private International Law. Recognition
or enforcement does not imply a review of the merits of the case and is irrespective of any reciprocity requirement. A U.S. judgment will, however,
not be recognized or declared enforceable in Belgium if it infringes upon one or more of the grounds for refusal which are exhaustively listed in
Article 25 of the 2004 Belgian Code of Private International Law. In addition to recognition or enforcement, a judgment by a federal or state court
in the United States against us may also serve as evidence in a similar action in a Belgian court if it meets the conditions required for the
authenticity of judgments according to the law of the state where it was rendered. In addition certain of the Subsidiary Guarantors (as defined
herein) are organized outside the United States. Certain of their respective officers and directors reside outside the United States and all or a
substantial portion of the assets of such Subsidiary Guarantors and of such officers and directors are located outside the United States. As a result, it
may not be possible for investors to effect service of process outside such Subsidiary Guarantor's jurisdiction of organization upon such Subsidiary
Guarantor or such persons, or to enforce judgments against them obtained in U.S. courts, including any judgment predicated upon United States
federal or state securities laws.
FORWARD-LOOKING STATEMENTS
There are statements in this prospectus, such as statements that include the words or phrases "will likely result," "are expected to," "will
continue," "is anticipated," "estimate," "project," "may" 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" 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:

·
greater than expected costs (including taxes) and expenses, including in relation to the integration of acquisitions such as the

Anheuser-Busch acquisition;


·
the risk of unexpected consequences resulting from acquisitions, including the Anheuser-Busch acquisition;

·
our expectations with respect to expansion, projected asset divestitures, premium growth, accretion to reported earnings, working

capital improvements and investment income or cash flow projections;

iv
Table of Contents

·
lower than expected revenue;


·
greater than expected customer losses and business disruptions following the Anheuser-Busch acquisition;


·
difficulties in maintaining relationships with employees;


·
limitations on our ability to contain costs and expenses;

·
local, regional, national and international economic conditions, including the risks of a global recession or a recession in one or

more of our key markets, and the impact they may have on us and our customers and our assessment of that impact;

·
the monetary and interest rate policies of central banks, in particular the European Central Bank, the Board of Governors of the

U.S. Federal Reserve System, the Bank of England, and other central banks;


·
continued availability of financing and our ability to achieve our targeted coverage and debt levels and terms;

·
market risks, such as interest rate risk, foreign exchange rate risk, commodity risk, asset price risk, equity market risk, inflation or

deflation;
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Amendment No. 1 to Form F-4


·
our ability to continue to introduce competitive new products and services on a timely, cost-effective basis;

·
the effects of competition and consolidation in the markets in which we operate, which may be influenced by regulation,

deregulation or enforcement policies;


·
changes in pricing environments;


·
volatility in commodity prices;


·
regional or general changes in asset valuations;


·
tax consequences of restructuring and our ability to optimize our tax rate after the Anheuser-Busch acquisition;


·
changes in consumer spending;


·
the outcome of pending and future litigation and governmental proceedings;


·
changes in government policies;

·
changes in applicable laws, regulations and taxes in jurisdictions in which we operate including the laws and regulations governing

our operations, as well as actions or decisions of courts and regulators;


·
any inability to economically hedge certain risks;


·
inadequate impairment provisions and loss reserves;


·
technological changes; and


·
our success in managing the risks involved in the foregoing.

v
Table of Contents
Certain of the cost savings and synergies information related to the Anheuser-Busch acquisition set forth in "Item 4. Information on the
Company--B. Strengths and Strategy--Strengths" of the 2009 Annual Report on Form 20-F incorporated by reference herein constitute forward-
looking statements and may not be representative of the actual cost savings and synergies that will result from the Anheuser-Busch acquisition.
Such information reflects potential opportunities for savings and synergies identified by us based on estimates and assumptions that are inherently
subject to significant uncertainties which are difficult to predict, and accordingly there can be no assurance that these cost savings and synergies
will be realized. The statements relating to the synergies, cost savings and business growth opportunities we expect to continue to achieve
following the Anheuser-Busch acquisition are based on assumptions. However, these expected synergies, cost savings and business growth
opportunities may not be achieved. There can be no assurance that we will be able to continue to implement successfully the strategic and
operational initiatives that are intended.
Our statements regarding market risks, including interest rate risk, foreign exchange rate risk, commodity risk, asset price risk, equity
market risk, inflation and deflation, are subject to uncertainty. For example, certain market risk disclosures are dependent on choices about key
model characteristics and assumptions and are subject to various limitations. By their nature, certain of the market risk disclosures are only
estimates and, as a result, actual future gains and losses could differ materially from those that have been estimated.
We caution that the forward-looking statements in this prospectus are further qualified by the risks described above in "Risk Factors",
elsewhere in this prospectus, or in the 2009 Annual Report on Form 20-F incorporated by reference herein, that could cause actual results to differ
materially from those in the forward-looking statements. Subject to our obligations under Belgian and U.S. law in relation to disclosure and
ongoing information, we undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

vi
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Amendment No. 1 to Form F-4
AVAILABLE INFORMATION
You may read and copy any reports or other information that we file at the public reference rooms of the Securities and Exchange
Commission ("SEC") at 100 F Street, N.E., Washington, D.C. 20549, and at the SEC's regional offices located at 3 World Financial Center, Suite
400, New York, NY 10281 and 175 W. Jackson Boulevard, Suite 900, Chicago, IL 60604. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Electronic filings made through the Electronic Data Gathering, Analysis and Retrieval System are also
publicly available through the SEC's website on the Internet at http://www.sec.gov.
We also make available on our website, free of charge, our annual reports on Form 20-F and the text of our reports on Form 6-K,
including any amendments to these reports, as well as certain other SEC filings, as soon as reasonably practicable after they are electronically filed
with or furnished to the SEC. Our website address is http://www.ab-inbev.com. The information contained on our website is not incorporated by
reference in this document.
We will provide you, free of charge, with a copy of the form of New Notes, the New Indenture (as defined below) and the form of
supplemental indentures governing the New Notes. The New Indenture and the form of supplemental indentures governing the New Notes are filed
as Exhibits 4.1 through 4.7 to the Form F-4 of which this prospectus is a part (the "Form F-4"). You may also request these documents by
contacting us at Anheuser-Busch InBev SA/NV, Brouwerijplein 1, 3000 Leuven, Belgium.
We have filed our amended and restated articles of association and all other deeds that are to be published in the annexes to the Belgian
State Gazette with the clerk's office of the Commercial Court of Brussels (Belgium), where they are available to the public. A copy of the articles
of association dated 7 September 2010 has been filed as Exhibit 3.1 to the Form F-4, and is also available on our website under http://www.ab-
inbev.com/go/corporate_governance/bylaws.cfm.
In accordance with Belgian law, we must prepare audited annual statutory and consolidated financial statements. The audited annual
statutory and consolidated financial statements and the reports of our Board and statutory auditor relating thereto are filed with the Belgian National
Bank, where they are available to the public. Furthermore, as a listed company, we publish an annual announcement preceding the publication of
our annual financial report (which includes the audited annual financial statements, the report of our Board and the statutory auditor's report). In
addition, we publish interim management statements. Copies of these documents are available on our website under:


·
http://www.ab-inbev.com/go/investors/reports_and_publications/statutory_accounts.cfm


·
http://www.ab-inbev.com/go/investors/reports_and_publications/annual_and_hy_reports.cfm; and


·
http://www.ab-inbev.com/go/investors/reports_and_publications/quarterly_reports.cfm
We also disclose price sensitive information (inside information) and certain other information to the public. In accordance with the
Belgian Royal Decree of 14 November 2007 on the obligations of issuers of financial instruments that are admitted to trading on a regulated
market, such information and documentation is made available through our website, press releases, our periodic SEC filings and the
communication channels of Euronext Brussels.
Our head office is located at Brouwerijplein 1, 3000 Leuven, Belgium. Our telephone number is +32 (0)1 627 6111 and our website is
http://www.ab-inbev.com. The contents of such website do not form a part of this prospectus. Although certain references are made to our website
in this prospectus, no information on our website forms part of this prospectus.

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Documents related to us that are available to the public (reports, our Corporate Governance Charter, written communications, financial
statements and our historical financial information for each of the three financial years preceding the publication of this prospectus) can be
consulted on our website (http://www.ab-inbev.com) and at: Anheuser-Busch InBev SA/NV, Brouwerijplein 1, 3000 Leuven, Belgium.
Unless stated otherwise in this prospectus, none of these documents form part of this prospectus.

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Amendment No. 1 to Form F-4
PROSPECTUS SUMMARY
This summary highlights some information from this prospectus and it may not contain all of the information that is important to
you. You should read the following summary together with the more detailed information regarding us and the new notes being offered in
exchange for the old notes in the exchange offers included in this prospectus.
BUSINESS OVERVIEW
We are the world's largest brewing company by volume, and one of the world's five largest consumer products companies. As a
consumer-centric, sales-driven company, we produce, market, distribute and sell a strong, balanced portfolio of well over 200 beer brands.
These include global flagship brands Budweiser, Stella Artois and Beck's; multi-country brands such as Leffe and Hoegaarden; and many
"local champions" such as Bud Light, Skol, Brahma, Quilmes, Michelob, Harbin, Sedrin, Klinskoye, Sibirskaya Korona, Chernigivske and
Jupiler. We also produce and distribute soft drinks, particularly in Latin America.
Our brewing heritage and quality are rooted in brewing traditions that originate from the Den Hoorn brewery in Leuven, Belgium,
dating back to 1366, and those of Anheuser & Co. brewery, established in 1852 in St. Louis, U.S.A. As of 31 December 2009, we employed
approximately 116,000 people, with operations in 23 countries across the world. Given the breadth of our operations, we are organized along
seven business zones or segments: North America, Latin America North, Latin America South, Western Europe, Central & Eastern Europe,
Asia Pacific and Global Export & Holding Companies. The first six correspond to specific geographic regions in which our operations are
based. As a result, we have a global footprint with a balanced exposure to developed and developing markets and production facilities spread
across our six geographic regions.
On 18 November 2008, we completed our combination with Anheuser-Busch, the largest brewer of beer and other malt beverages in
the United States. Following completion of the Anheuser-Busch acquisition, we have significant brewing operations within our North America
business zone. The North America business zone accounted for 33.0% of our consolidated volumes for the year ended 31 December 2009 as
compared to 9.3% of our actual consolidated volumes for the year ended 31 December 2008, and 4.8% of our actual consolidated volumes for
the year ended 31 December 2007. Through the Anheuser-Busch acquisition, we acquired a number of subsidiaries that conduct various other
business operations, including one of the largest theme park operators in the United States, a major manufacturer of aluminum cans and one of
the largest recyclers of aluminum cans in the United States by weight. The theme park operations and a part of the beverage can and lid
operations were sold during 2009.
We also have significant exposure to fast-growing emerging markets in Latin America North (which accounted for 26.9% of our
consolidated volumes in the year ended 31 December 2009), Asia Pacific (which accounted for 12.8% of our consolidated volumes in the year
ended 31 December 2009) and Latin America South (which accounted for 8.2% of our consolidated volumes in the year ended 31 December
2009).
Our 2009 volumes (beer and non-beer) were 409 million hectoliters and our revenue amounted to USD 36.8 billion.
THE ISSUER AND THE SUBSIDIARY GUARANTORS
The issuer of the New Notes, under the name of InBev Worldwide S.à.r.l, was incorporated on 9 July 2008 as a private limited
liability company (société à responsabilité limitée) under the Luxembourg act dated 10 August 1915 on commercial companies, as amended.
On 19 November 2008, the issuer was domesticated as a corporation in the State of Delaware in accordance with Section 388 of the Delaware
General Corporation Law


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and, in connection with such domestication, changed its name to Anheuser-Busch InBev Worldwide Inc. The Issuer's registered office is
located at 1209 Orange Street, Wilmington, Delaware 19801. Our head office is located at Brouwerijplein 1, 3000 Leuven, Belgium. Our
telephone number is +32 (0)1 627 6111.
Each of Brandbrew S.A., Cobrew NV/SA and Anheuser-Busch Companies, Inc., which are direct or indirect subsidiaries of
Anheuser-Busch InBev SA/NV, will, along with Anheuser-Busch InBev SA/NV, jointly and severally guarantee the New Notes, on an
unconditional, full and irrevocable basis, subject to certain limitations described in "Description of the New Notes". In addition, such
subsidiaries are guarantors of the Old Notes (as defined below), Anheuser-Busch InBev Worldwide Inc.'s $17.2 billion 2010 Senior Facilities
Agreement and Anheuser-Busch InBev Worldwide Inc.'s October 2009 Notes (the "October 2009 Notes"), March 2010 Notes (the "March
2010 Notes") and Euro Medium-Term Notes, as each are described in the Annual Report under the heading "Item 5. Operating and Financial
Review--G. Liquidity and Capital Resources."
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Amendment No. 1 to Form F-4


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THE EXCHANGE OFFERS

General
On 12 January 2009, Anheuser-Busch InBev Worldwide Inc. issued $1,250,000,000
principal amount of 7.20% Notes due 2014, $2,500,000,000 principal amount of 7.75%
Notes due 2019 and $1,250,000,000 principal amount of 8.20% Notes due 2039 in a
private offering (collectively, the "Old January Notes") and on 14 May 2009
Anheuser-Busch InBev Worldwide Inc. issued $1,550,000,000 principal amount of
5.375% Notes due 2014, $1,000,000,000 principal amount of 6.875% Notes due 2019,
$450,000,000 principal amount of 8.000% Notes due 2039 in a private offering
(collectively, the "Old May Notes" and together with the Old January Notes, the "Old
Notes").
We are not required to conduct these Exchange Offers pursuant to a registration rights
agreement or any other agreement with, or for the benefit of, the holders of the Old
Notes. Instead, we are conducting the Exchange Offers solely for the purpose of
allowing holders to exchange their Old Notes for New Notes which have been
registered under the Securities Act of 1933, as amended ("Securities Act").

The Exchange Offers
We are offering U.S.$1,250,000,000 principal amount of 7.20% Notes due 2014
registered under the Securities Act for any and all outstanding
unregistered
U.S.$1,250,000,000 principal amount of 7.20% Notes due 2014 issued on 12 January
2009.
We are offering U.S.$2,500,000,000 principal amount of 7.75% Notes due 2019
registered under the Securities Act for any and all outstanding
unregistered
U.S.$2,500,000,000 principal amount of 7.75% Notes due 2019 issued on 12 January
2009.
We are offering U.S.$1,250,000,000 principal amount of 8.20% Notes due 2039
registered under the Securities Act for any and all outstanding
unregistered
U.S.$1,250,000,000 principal amount of 8.20% Notes due 2039 issued on 12 January
2009.
We are offering U.S.$1,550,000,000 principal amount of 5.375% Notes due 2014
registered under the Securities Act for any and all outstanding
unregistered
U.S.$1,550,000,000 principal amount of 5.375% Notes due 2014 issued on 14 May
2009.
We are offering U.S.$1,000,000,000 principal amount of 6.875% Notes due 2019
registered under the Securities Act for any and all outstanding unregistered U.S.$
1,000,000,000 principal amount of 6.875% Notes due 2019 issued on 14 May 2009.
We are offering U.S.$450,000,000 principal amount of 8.000% Notes due 2039
registered under the Securities Act for any and all outstanding
unregistered
U.S.$450,000,000 principal amount of 8.000% Notes due 2039 issued on 14 May 2009.


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We refer to each of the above offers as an "Exchange Offer" and to them collectively
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Document Outline