Obligation Anheuser-Busch InBev SA 1.5% ( US03523TBL17 ) en USD

Anheuser-Busch InBev SA

100 % ⇌

Belgique

US03523TBL17 ( en USD )

1.5% par an ( paiement semestriel )

13/07/2014 - Obligation échue

Prospectus brochure de l'obligation Anheuser-Busch InBev US03523TBL17 en USD 1.5%, échue

1 000 USD

750 000 000 USD

03523TBL1

NR

NR

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 ( Belgique ) , en USD, avec le code ISIN US03523TBL17, paye un coupon de 1.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/07/2014

L'Obligation émise par Anheuser-Busch InBev SA ( Belgique ) , en USD, avec le code ISIN US03523TBL17, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Anheuser-Busch InBev SA ( Belgique ) , en USD, avec le code ISIN US03523TBL17, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
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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
$300,000,000 Floating Rate Notes due 2014

$300,000,000

$34,830
Guarantees of $300,000,000 Floating Rate Notes due 2014(2)

(3)

(3)
$750,000,000 1.500% Notes due 2014

$750,000,000

$87,075
Guarantees of $750,000,000 1.500% 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.
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Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-169514

Prospectus Supplement
(To prospectus dated 21 September 2010)
$300,000,000 Floating Rate Notes due 2014
$750,000,000 1.500% Notes due 2014
Fully and unconditionally guaranteed by
The fixed rate notes due 2014 (the "Fixed Rate Notes") will bear interest at a rate of 1.500% 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 0.360%. Interest on the Fixed Rate
Notes will be payable semi-annually in arrears on 14 January and 14 July of each year, commencing on 14 January 2012. Interest on
the Floating Rate Notes will be payable quarterly in arrears on 14 January, 14 April, 14 July and 14 October of each year,
commencing on 14 October 2011. The Fixed Rate Notes will mature on 14 July 2014, and the Floating Rate Notes will mature on 14
July 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 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.

Proceeds, before
Public offering
Underwriting
expenses, to the

price(1)

discount

Issuer

Per Fixed Rate Note

99.997%

0.250%

99.747%
Total for Fixed Rate Notes

$749,977,500
$1,875,000
$748,102,500
Per Floating Rate Note

100.000%

0.250%

99.750%
Total for Floating Rate Notes

$300,000,000
$ 750,000
$299,250,000
(1) Plus accrued interest, if any, from and including 14 July 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 14 July 2011.

Joint Bookrunners
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Barclays Capital

BofA Merrill Lynch

Deutsche Bank Securities
RBS

SOCIETE GENERALE
Manager
Rabo Securities
The date of this Prospectus Supplement is 7 July 2011.
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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
USE OF PROCEEDS
S-12
CAPITALIZATION
S-13
DESCRIPTION OF THE NOTES
S-15
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
CLEARANCE AND SETTLEMENT
43
TAX CONSIDERATIONS
48
PLAN OF DISTRIBUTION
64
WHERE YOU CAN FIND MORE INFORMATION
66
VALIDITY OF SECURITIES
66
EXPERTS
66
EXPENSES
68
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THE OFFERING
This section outlines the specific financial and legal terms of the Notes that are more generally described under
"Description of the Notes" beginning on page S-15 of this prospectus supplement and under "Description of Debt Securities
and Guarantees" beginning on page 18 of the accompanying prospectus. If anything described in this section is inconsistent
with the terms described under "Description of the Notes" in this prospectus supplement or in "Description of Debt
Securities and Guarantees" in the accompanying prospectus, the terms described below shall prevail. References to "$" 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
$750,000,000 aggregate principal amount of 1.500% notes due 2014 (the "Fixed
Rate Notes"). The Fixed Rate Notes will mature on 14 July 2014.

$300,000,000 aggregate principal amount of floating rate notes due 2014 (the

"Floating Rate Notes"). The Floating Rate Notes will mature on 14 July 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
99.997% of the principal amount of the Fixed Rate Notes, plus accrued interest,
if any, from and including 14 July 2011.

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

if any, from and including 14 July 2011.

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

Ranking of the Guarantees
Subject to certain limitations described in "Description of Debt Securities and
Guarantees" in the accompanying prospectus, each Note will be jointly and
severally guaranteed by each of the Guarantors, on an unconditional, full and
irrevocable basis (each a "Guarantee" and collectively the "Guarantees").
The Guarantees will be the direct, unconditional, unsecured and unsubordinated

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general obligations of the Guarantors. The Guarantees will rank pari passu
among themselves, without any preference of one over the other by reason of
priority of date of issue or otherwise, and equally with all other existing and

future unsecured and unsubordinated general obligations of the Guarantors. Each
of the Guarantors other than the Parent Guarantor shall be entitled to terminate
its Guarantee in certain circumstances as further described under "Description
of Debt Securities and Guarantees" in the accompanying prospectus.

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

Payment of Principal and Interest on the
The principal amount of the Fixed Rate Notes is $750,000,000 and the Fixed
Fixed Rate Notes
Rate Notes will bear interest at the rate per annum of 1.500%.

Interest on the Fixed Rate Notes will be payable semi-annually in arrears on

14 January and 14 July of each year, commencing on 14 January 2012. Interest
on the Fixed Rate Notes will accrue from 14 July 2011.

If the date of such interest payment is not a Business Day, then payment will be
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 Fixed Rate Notes will be paid to the persons in whose names
such Fixed Rate Notes (or one or more predecessor notes) are registered at the

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

If the date of maturity of principal of any 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 $300,000,000 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 0.360% (the "spread").

Interest on the Floating Rate Notes will be payable quarterly in arrears on
14 January, 14 April, 14 July and 14 October of each year, commencing on

14 October 2011 (each, a "Floating Rate Interest Payment Date"). Interest on
the Floating Rate Notes will accrue from 14 July 2011.

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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

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.

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

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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
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 10 basis points;

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

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

Optional Tax Redemption
Each series of Notes may be redeemed at any time, at the Issuer's or the Parent
Guarantor's option, as a whole, but not in part, upon not less than 30 nor more
than 60 days' prior notice, at a redemption price equal to 100% of the principal
amount of the Notes of such series then outstanding plus accrued and unpaid
interest on the principal amount being redeemed (and all Additional Amounts
(see "Description of Debt Securities and Guarantees--Additional Amounts" in
the accompanying prospectus), if any) to (but excluding) the redemption date, if
(i) as a result of any change in, or amendment to, the laws, treaties, regulations
or rulings of a jurisdiction in which the Company 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

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competent jurisdiction) which 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.

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.

The Issuer intends to use the net proceeds for general corporate purposes.
Use of Proceeds

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

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

The Notes will initially be issued to investors in book-entry form only. Fully-
Book-Entry Form
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.

For a discussion of the United States, Belgian and Luxembourg tax consequences
Taxation
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

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

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

CUSIPs:
Fixed Rate Notes: 03523TBL1

Floating Rate Notes: 03523TBK3

ISINs:
Fixed Rate Notes: USO3523TBL17

Floating Rate Notes: USO3523TBK34

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