Bond Anheuser-Busch InBev SA 5.45% ( US03523TBU16 ) in USD

Anheuser-Busch InBev SA

99.734 % ▼

Belgium

US03523TBU16 ( in USD )

5.45% per year ( payment 2 times a year)

22/01/2039

Prospectus brochure of the bond Anheuser-Busch InBev US03523TBU16 en USD 5.45%, maturity 22/01/2039

03523TBU1

A- ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

23/07/2025 ( In 27 days )

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.

The Bond issued by Anheuser-Busch InBev SA ( Belgium ) , in USD, with the ISIN code US03523TBU16, pays a coupon of 5.45% per year.
The coupons are paid 2 times per year and the Bond maturity is 22/01/2039

The Bond issued by Anheuser-Busch InBev SA ( Belgium ) , in USD, with the ISIN code US03523TBU16, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Anheuser-Busch InBev SA ( Belgium ) , in USD, with the ISIN code US03523TBU16, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B5
424B5 1 d691727d424b5.htm 424B5
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)
$2,500,000,000 4.150% Notes due 2025

$2,500,000,000
$303,000
Guarantees of $2,500,000,000 4.150% Notes due 2025(2)

(3)

(3)
$4,250,000,000 4.750% Notes due 2029

$4,250,000,000
$515,100
Guarantees of $4,250,000,000 4.750% Notes due 2029(2)

(3)

(3)
$750,000,000 4.900% Notes due 2031

$750,000,000
$90,900
Guarantees of $750,000,000 4.900% Notes due 2031(2)

(3)

(3)
$2,000,000,000 5.450% Notes due 2039

$2,000,000,000
$242,400
Guarantees of $2,000,000,000 5.450% Notes due 2039(2)

(3)

(3)
$4,000,000,000 5.550% Notes due 2049

$4,000,000,000
$484,800
Guarantees of $4,000,000,000 5.550% Notes due 2049(2)

(3)

(3)
$2,000,000,000 5.800% Notes due 2059

$2,000,000,000
$242,400
Guarantees of $2,000,000,000 5.800% Notes due 2059(2)

(3)

(3)
Total

$15,500,000,000
$1,878,600

(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.
$2,500,000,000 4.150% Notes due 2025
$4,250,000,000 4.750% Notes due 2029
$750,000,000 4.900% Notes due 2031
$2,000,000,000 5.450% Notes due 2039
$4,000,000,000 5.550% Notes due 2049
$2,000,000,000 5.800% Notes due 2059
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
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Anheuser-Busch Companies, LLC

The fixed rate notes due 2025 (the "2025 Notes") will bear interest at a rate of 4.150% per year, the fixed rate notes due 2029 (the "2029 Notes") will bear
interest at a rate of 4.750% per year, the fixed rate notes due 2031 (the "2031 Notes") will bear interest at a rate of 4.900% per year, the fixed rate notes
due 2039 (the "2039 Notes") will bear interest at a rate of 5.450% per year, the fixed rate notes due 2049 (the "2049 Notes") will bear interest at a rate of
5.550% per year, the fixed rate notes due 2059 (the "2059 Notes," and together with the 2025 Notes, the 2029 Notes, the 2031 Notes, the 2039 Notes and
the 2049 Notes, the "Notes") will bear interest at a rate of 5.800% per year. Interest on the Notes will be payable semi-annually in arrears on 23 January
and 23 July of each year, commencing on 23 July 2019. The 2025 Notes will mature on 23 January 2025, the 2029 Notes will mature on 23 January 2029,
the 2031 Notes will mature on 23 January 2031, the 2039 Notes will mature on 23 January 2039, the 2049 Notes will mature on 23 January 2049 and the
2059 Notes will mature on 23 January 2059. 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 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 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" 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(1)

discount

Issuer

Per 2025 Note

99.900%

0.350%

99.550%
Total for 2025 Notes

$2,497,500,000
$ 8,750,000
$2,488,750,000
Per 2029 Note

99.685%

0.450%

99.235%
Total for 2029 Notes

$4,236,612,500
$19,125,000
$4,217,487,500
Per 2031 Note

99.641%

0.475%

99.166%
Total for 2031 Notes

$ 747,307,500
$ 3,562,500
$ 743,745,000
Per 2039 Note

99.722%

0.650%

99.072%
Total for 2039 Notes

$1,994,440,000
$13,000,000
$1,981,440,000
Per 2049 Note

99.667%

0.750%

98.917%
Total for 2049 Notes

$3,986,680,000
$30,000,000
$3,956,680,000
Per 2059 Note

99.645%

0.800%

98.845%
Total for 2059 Notes

$1,992,900,000
$16,000,000
$1,976,900,000

(1)
Plus accrued interest, if any, from and including 23 January 2019.
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 23 January 2019.

Joint Bookrunners

BofA Merrill Lynch
Barclays
Citigroup
Deutsche Bank
J.P. Morgan

Securities

Mizuho Securities

MUFG

Rabo Securities

SMBC Nikko
Co-Managers

NatWest Markets

Wells Fargo Securities

Commerzbank

U.S. Bancorp
The date of this Prospectus Supplement is 10 January 2019.
Table of Contents
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
THE OFFERING

S-1
CONCURRENT DEBT TENDER OFFERS

S-8
ABOUT THIS PROSPECTUS SUPPLEMENT

S-10
FORWARD-LOOKING STATEMENTS

S-11
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

S-13
USE OF PROCEEDS

S-14
CAPITALIZATION

S-16
DESCRIPTION OF THE NOTES

S-17
UNDERWRITING

S-24
TAXATION

S-29
VALIDITY OF THE SECURITIES

S-36
EXPERTS

S-36
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-17 of this Prospectus Supplement and under "Description of Debt Securities and Guarantees" beginning on page 18 of
the accompanying Prospectus. If anything described in this section is inconsistent with the terms described under "Description of the Notes" in this
Prospectus Supplement or in "Description of Debt Securities and Guarantees" in the accompanying Prospectus, the terms described below shall
prevail. References to "$" or "USD" in this Prospectus Supplement are to U.S. dollars, and references to "" or "EUR" are to euros. References to
"we," "us" and "our" are, as the context requires, to Anheuser-Busch InBev SA/NV or Anheuser-Busch InBev SA/NV and the group of companies
owned and/or controlled by Anheuser-Busch InBev SA/NV as more fully described on page 1 of the accompanying Prospectus.

Issuer

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

Guarantor").
Subsidiary Guarantors
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
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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
$2,500,000,000 aggregate principal amount of 4.150% notes due 2025 (the "2025 Notes"). The
2025 Notes will mature on 23 January 2025.

$4,250,000,000 aggregate principal amount of 4.750% notes due 2029 (the "2029 Notes"). The
2029 Notes will mature on 23 January 2029.

$750,000,000 aggregate principal amount of 4.900% notes due 2031 (the "2031 Notes"). The
2031 Notes will mature on 23 January 2031.

$2,000,000,000 aggregate principal amount of 5.450% notes due 2039 (the "2039 Notes"). The
2039 Notes will mature on 23 January 2039.

$4,000,000,000 aggregate principal amount of 5.550% notes due 2049 (the "2049 Notes"). The
2049 Notes will mature on 23 January 2049.

$2,000,000,000 aggregate principal amount of 5.800% notes due 2059 (the "2059 Notes"). The

2059 Notes will mature on 23 January 2059.
The Notes are redeemable prior to maturity as described in "Description of the
Notes--Optional Redemption" and will be redeemable prior to maturity as

described under "Description of the Notes--Optional Tax Redemption."
Price to Public
99.900% of the principal amount of the 2025 Notes, plus accrued interest, if any, from and
including 23 January 2019.

99.685% of the principal amount of the 2029 Notes, plus accrued interest, if any, from and
including 23 January 2019.

99.641% of the principal amount of the 2031 Notes, plus accrued interest, if any, from and

including 23 January 2019.

S-1
Table of Contents
99.722% of the principal amount of the 2039 Notes, plus accrued interest, if any, from and
including 23 January 2019.

99.667% of the principal amount of the 2049 Notes, plus accrued interest, if any, from and
including 23 January 2019.

99.645% of the principal amount of the 2059 Notes, plus accrued interest, if any, from and

including 23 January 2019.
Ranking of the Notes
The Notes will be senior unsecured obligations of the Issuer and will rank equally among
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.
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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 2025 Notes is $2,500,000,000 and the 2025 Notes will bear interest
Notes
at the rate per annum of 4.150%.

The principal amount of the 2029 Notes is $4,250,000,000 and the 2029 Notes will bear interest
at the rate per annum of 4.750%.

The principal amount of the 2031 Notes is $750,000,000 and the 2031 Notes will bear interest
at the rate per annum of 4.900%.

The principal amount of the 2039 Notes is $2,000,000,000 and the 2039 Notes will bear interest
at the rate per annum of 5.450%.

The principal amount of the 2049 Notes is $4,000,000,000 and the 2049 Notes will bear interest
at the rate per annum of 5.550%.

The principal amount of the 2059 Notes is $2,000,000,000 and the 2059 Notes will bear interest

at the rate per annum of 5.800%.
Interest on the Notes will be payable semi-annually in arrears on 23 January and 23 July of each
year, commencing on 23 July 2019. Interest on the Notes will accrue from 23 January 2019.

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 Notes until the principal of the applicable Notes is paid or duly made
available for payment. Interest on the Notes will be calculated on the basis of a 360-day year

consisting of twelve 30-day months.

S-2
Table of Contents

Interest on the Notes will be paid to the persons in whose names such Notes (or one or more
predecessor notes) are registered at the close of business on the 8 January and 8 July
immediately preceding the applicable interest payment date, whether or not such date is a
Business Day.

If the date of maturity of principal of any Note or the date fixed for redemption or payment in
connection with an acceleration of any Note is not a Business Day, then payment of interest or
principal need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the date of maturity or the date fixed for
redemption or payment in connection with an acceleration, and no interest shall accrue as a

result of the delayed payment.
Business Day
A day on which commercial banks and exchange markets are open, or not authorized to close,

in the City of New York, London and Brussels.
Additional Amounts
To the extent any Guarantor is required to make payments in respect of the Notes, such
Guarantor will make all payments in respect of the Notes without withholding or deduction for
or on account of any present or future taxes or duties of whatever nature imposed or levied by
way of withholding or deduction at source by or on behalf of any jurisdiction in which such
Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or
any authority thereof or therein having power to tax (the "Relevant Taxing Jurisdiction")
unless such withholding or deduction is required by law, in which event, such Guarantor will
pay to the Holders such additional amounts (the "Additional Amounts") as shall be necessary
in order that the net amounts received by the Holders, after such withholding or deduction, shall
equal the respective amounts of principal and interest which would otherwise have been
receivable in the absence of such withholding or deduction, except that no such Additional
Amounts shall be payable on account of any taxes or duties only in the circumstances described
under "Description of Debt Securities and Guarantees--Additional Amounts" in the
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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 2025 Notes, 23 December 2024 (one month prior to the maturity
date of the 2025 Notes), (ii) with respect to the 2029 Notes, 23 October 2028 (three months
prior to the maturity date of the 2029 Notes), (iii) with respect to the 2031 Notes, 23 October
2030 (three months prior to the maturity date of the 2031 Notes); (iv) with respect to the 2039
Notes, 23 July 2038 (six months prior to the maturity date of the 2039 Notes), (v) with respect
to the 2049 Notes, 23 July 2048 (six months prior to the maturity date of the 2049 Notes), (vi)

with respect to the 2059 Notes, 23 July 2058 (six months prior to the

S-3
Table of Contents
maturity date of the 2059 Notes), each series of 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 Notes to be redeemed; and

· ?as determined by the Independent Investment Banker (as defined below), the
sum of the present values of the remaining scheduled payments of principal
and interest on the Notes to be redeemed as if the 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 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 2025 Notes, 23 December 2024 (one month prior to the maturity
date of the 2025 Notes), (ii) with respect to the 2029 Notes, 23 October 2028 (three months
prior to the maturity date of the 2029 Notes), (iii) with respect to the 2031 Notes, 23 October
2030 (three months prior to the maturity date of the 2031 Notes); (iv) with respect to the 2039
Notes, 23 July 2038 (six months prior to the maturity date of the 2039 Notes), (v) with respect
to the 2049 Notes, 23 July 2048 (six months prior to the maturity date of the 2049 Notes) and
(vi) with respect to the 2059 Notes, 23 July 2058 (six months prior to the maturity date of the
2059 Notes), each series of 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 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, 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
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424B5
becomes effective on or after the date of this prospectus supplement (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.

S-4
Table of Contents
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 approximately
$15,365 million before expenses) from the sale of the Notes for general corporate purposes,
including the repayment of upcoming debt maturities in 2021 to 2024 and 2026.
Specifically, Issuer and the Parent Guarantor intend to use the net proceeds, after deducting the
initial purchasers' discount and other estimated offering expenses payable by the Issuer, from
this offering to purchase for cash up to $16.5 billion aggregate purchase price the following
outstanding notes, issued by either the Issuer, Anheuser-Busch Companies, LLC or Anheuser-
Busch InBev Finance Inc., subject to the terms of an offer to purchase, dated as of the date of

this prospectus supplement:

Principal
CUSIP/ISIN
Amount
Title of Security

Number

Outstanding

Issuer
2.650% Notes due 2021
Anheuser-
Busch InBev
035242 AJ5 /
Finance Inc.

US035242 AJ52
$4,967,588,000
("ABIFI")
Floating Rate Notes due
035242 AK2 /
2021

US035242 AK26
$
500,000,000
ABIFI
4.375% Notes due 2021
Anheuser-
Busch InBev
03523TBB3 /
Worldwide Inc.

US03523T BB35
$
500,000,000
("ABIWW")
3.750% Notes due 2022
035240 AD2 /

US035240 AD27
$2,350,039,000
ABIWW
2.500% Notes due 2022
03523TBP2 /

US03523T BP21
$3,000,000,000
ABIWW
2.625% Notes due 2023
035242 AA4 /

US035242 AA44
$1,250,000,000
ABIFI
3.300% Notes due 2023
035242 AL0 / US035242

AL09
$6,000,000,000
ABIFI
Floating Rate Notes due
035240AK6 /
2024

US035240 AK69
$
500,000,000
ABIWW
3.500% Notes due 2024
035240AJ9 /

US035240 AJ96
$1,500,000,000
ABIWW
3.700% Notes due 2024
03524B AE6 /

US03524B AE65
$1,400,000,000
ABIFI
3.650% Notes due 2026
035242 AP1 /

US035242 AP13
$2,444,837,000
ABIFI
3.650% Notes due 2026
ABIWW and
03522A AD2 /
Anheuser-
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424B5
U00323 AD4 /
Busch
US03522A AD28 /
Companies,

USU00323 AD40
$8,555,163,000
LLC ("ABC")

S-5
Table of Contents
The 3.500% Notes due 2024 and Floating Rate Notes due 2024 were issued on 4 April 2018,
and the funds from that issuance were used for general corporate purposes, including the
repayment of debt maturities in 2019 and 2020.

The Floating Rate Notes due 2021 bear interest at a floating rate per year equal to the 3-month
U.S. dollar London Interbank Offered Rate ("LIBOR"), plus 1.260%, and for the current
interest period ending on February 1, 2019, such rate is equal to 3.81850% per annum. The
Floating Rate Notes due 2024 bear interest at a floating rate per year equal to the 3-month U.S.
dollar LIBOR, plus 0.74%, and for the current interest period ending on January 12, 2019, such
rate is equal to 3.16519% per annum.

One or more of the initial purchasers or their respective affiliates may own notes in the
aforementioned tender offers and be eligible to participate in the offer to purchase. As a result,
one or more of the initial purchasers or their respective affiliates may receive a portion of the net
proceeds from this offering.

This offering is not conditioned upon the consummation of the aforementioned tender offers. In
the event that such tender offers are not consummated, we intend to use the net proceeds from
this offering for general corporate purposes, including the repayment of upcoming debt

maturities in 2021 to 2024 and 2026.
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 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.

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424B5
Governing Law
The Notes, the Guarantees and the Indenture related thereto, will be governed by, and construed

in accordance with, the laws of the State of New York.
Additional Notes
The Issuer may, from time to time, without notice to or the consent of the Holders, create and
issue, pursuant to the Indenture and in accordance with applicable laws and regulations,
additional Notes of a series (the "Additional Notes") maturing on the same maturity date as the
other Notes of that series and having the same terms and conditions under the Indenture
(including with respect to the Guarantors and the Guarantees) as the previously outstanding
Notes of that series in all respects (or in all respects except for the issue date and the 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 and registrar is The Bank of New York
Agent and Registrar

Mellon Trust Company, N.A. ("Trustee").
CUSIPs:
2025 Notes: 03523TBX5
2029 Notes: 035240AQ3
2031 Notes: 035240AR1
2039 Notes: 03523TBU1
2049 Notes: 03523TBV9

2059 Notes: 03523TBW7
ISINs:
2025 Notes: US03523TBX54
2029 Notes: US035240AQ30
2031 Notes: US035240AR13
2039 Notes: US03523TBU16
2049 Notes: US03523TBV98

2059 Notes: US03523TBW71

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CONCURRENT DEBT TENDER OFFERS
Concurrent with this offering and conditioned on the completion of this offering in an amount satisfactory to the Issuer (unless waived),
we have made offers to purchase for cash (together, the "Offer to Purchase") up to an aggregate purchase price of $16.5 billion the following series
of outstanding notes (together, the "Tender Offer Notes"), issued by either the Issuer, Anheuser-Busch Companies, LLC or Anheuser-Busch InBev
Finance Inc., subject to the terms of an offer to purchase, dated as of the date of this prospectus supplement:

Principal
CUSIP/ISIN
Amount
Title of Security

Number

Outstanding

Issuer
2.650% Notes due 2021
Anheuser-
Busch InBev
035242 AJ5 /
Finance Inc.

US035242 AJ52 $ 4,967,588,000
("ABIFI")
Floating Rate Notes due 2021
035242 AK2 /

US035242 AK26 $
500,000,000
ABIFI
4.375% Notes due 2021
Anheuser-
Busch InBev
Worldwide
03523TBB3 /
Inc.

US03523T BB35 $
500,000,000
("ABIWW")
3.750% Notes due 2022
035240 AD2 /
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424B5

US035240 AD27 $ 2,350,039,000
ABIWW
2.500% Notes due 2022
03523TBP2 /

US03523T BP21 $ 3,000,000,000
ABIWW
2.625% Notes due 2023
035242 AA4 /

US035242 AA44 $ 1,250,000,000
ABIFI
3.300% Notes due 2023
035242 AL0 /

US035242 AL09 $ 6,000,000,000
ABIFI
Floating Rate Notes due 2024
035240AK6 /

US035240 AK69 $
500,000,000
ABIWW
3.500% Notes due 2024
035240AJ9 /

US035240 AJ96 $ 1,500,000,000
ABIWW
3.700% Notes due 2024
03524B AE6 /

US03524B AE65 $ 1,400,000,000
ABIFI
3.650% Notes due 2026
035242 AP1 /

US035242 AP13 $ 2,444,837,000
ABIFI
3.650% Notes due 2026
ABIWW and
03522A AD2 /
Anheuser-
U00323 AD4 /
Busch
US03522A AD28 /
Companies,

USU00323 AD40 $ 8,555,163,000 LLC ("ABC")
The 3.500% Notes due 2024 and Floating Rate Notes due 2024 were issued on 4 April 2018, and the funds from that issuance were used
for general corporate purposes, including the repayment of debt maturities in 2019 and 2020.
The Floating Rate Notes due 2021 bear interest at a floating rate per year equal to the 3-month U.S. dollar London Interbank Offered Rate
("LIBOR"), plus 1.260%, and for the current interest period ending on February 1, 2019, such rate is equal to 3.81850% per annum. The Floating
Rate Notes due 2024 bear interest at a floating rate per year equal to the 3-month U.S. dollar LIBOR, plus 0.74%, and for the current interest period
ending on January 12, 2019, such rate is equal to 3.16519% per annum.

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One or more of the initial purchasers or their respective affiliates may own Tender Offer Notes and be eligible to participate in the Offer
to Purchase. As a result, one or more of the initial purchasers or their respective affiliates may receive a portion of the net proceeds from this offering.
The Offer to Purchase is conditioned upon the satisfaction or waiver of certain specified conditions, and we cannot assure you that the Offer to
Purchase will be consummated in accordance with its respective terms, or at all, or that the Tender Offer Notes will be tendered and purchased in the
Offer to Purchase. This offering is not conditioned upon the consummation of the Offer to Purchase.

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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
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