Obligation AB InBev SA 3.5% ( US035240AV25 ) en USD

AB InBev SA

96.231 % ▲

Etats-unis

US035240AV25 ( en USD )

3.5% par an ( paiement semestriel )

01/06/2030

Prospectus brochure de l'obligation AB InBev US035240AV25 en USD 3.5%, échéance 01/06/2030

1 000 USD

1 750 000 000 USD

035240AV2

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

01/06/2025 ( Dans 23 jours )

AB InBev est une société brassicole multinationale belge, la plus grande au monde, possédant un vaste portefeuille de marques de bière, dont Budweiser, Corona et Stella Artois.

L'Obligation émise par AB InBev SA ( Etats-unis ) , en USD, avec le code ISIN US035240AV25, paye un coupon de 3.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2030

L'Obligation émise par AB InBev SA ( Etats-unis ) , en USD, avec le code ISIN US035240AV25, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par AB InBev SA ( Etats-unis ) , en USD, avec le code ISIN US035240AV25, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B5 1 d892867d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-223774
CALCULATION OF REGISTRATION FEE

Maximum
Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price
Registration Fee(1)
$1,750,000,000 3.500% Notes due 2030
$1,746,325,000.00
$226,672.99
Guarantees of $1,750,000,000 3.500% Notes due 2030(2)

(3)

(3)
$1,000,000,000 4.350% Notes due 2040
$999,370,000.00
$129,718.23
Guarantees of $1,000,000,000 4.350% Notes due 2040(2)

(3)

(3)
$2,250,000,000 4.500% Notes due 2050
$2,248,290,000.00
$291,828.04
Guarantees of $2,250,000,000 4.500% Notes due 2050(2)

(3)

(3)
$1,000,000,000 4.600% Notes due 2060
$999,160,000.00
$129,690.97
Guarantees of $1,000,000,000 4.600% Notes due 2060(2)

(3)

(3)
Total
$5,993,145,000.00
$777,910.23

(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.
$1,750,000,000 3.500% Notes due 2030
$1,000,000,000 4.350% Notes due 2040
$2,250,000,000 4.500% Notes due 2050
$1,000,000,000 4.600% Notes due 2060
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
Anheuser-Busch Companies, LLC

The fixed rate notes due 2030 (the "2030 Notes") will bear interest at a rate of 3.500% per year, the fixed rate notes due 2040 (the "2040 Notes") will bear
interest at a rate of 4.350% per year, the fixed rate notes due 2050 (the "2050 Notes") will bear interest at a rate of 4.500% per year and the fixed rate notes
due 2060 (the "2060 Notes", and together with the 2030 Notes, the 2040 Notes and the 2050 Notes, the "Notes") will bear interest at a rate of 4.600% per
year. Interest on the Notes will be payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2020. The 2030
https://www.sec.gov/Archives/edgar/data/310569/000119312520096057/d892867d424b5.htm[4/3/2020 8:12:31 AM]

Final Prospectus Supplement
Notes will mature on June 1, 2030. The 2040 Notes will mature on June 1, 2040. The 2050 Notes will mature on June 1, 2050. The 2060 Notes will mature
on June 1, 2060. 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 2030 Note

99.790%

0.45%

99.340%
Total for 2030 Notes

$1,746,325,000
$ 7,875,000
$1,738,450,000
Per 2040 Note

99.937%

0.65%

99.287%
Total for 2040 Notes

$ 999,370,000
$ 6,500,000
$ 992,870,000
Per 2050 Note

99.924%

0.75%

99.174%
Total for 2050 Notes

$2,248,290,000
$16,875,000
$2,231,415,000
Per 2060 Note

99.916%

0.80%

99.116%
Total for 2060 Notes

$ 999,160,000
$ 8,000,000
$ 991,160,000

(1)
Plus accrued interest, if any, from and including April 3, 2020.
The underwriters expect to deliver the Notes to purchasers in book-entry form only through the facilities of The Depository Trust Company and its direct
and indirect participants (including Euroclear S.A./N.V. and Clearstream Banking, société anonyme) on or about April 3, 2020.

Joint Bookrunners

BofA Securities

Barclays

BNP PARIBAS
Citigroup

Deutsche Bank Securities

J.P. Morgan
The date of this Prospectus Supplement is April 1, 2020.
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
THE OFFERING
S-1
RECENT DEVELOPMENTS
S-6
ABOUT THIS PROSPECTUS SUPPLEMENT
S-7
FORWARD-LOOKING STATEMENTS
S-8
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
S-10
USE OF PROCEEDS
S-11
CAPITALIZATION
S-12
DESCRIPTION OF THE NOTES
S-13
UNDERWRITING
S-19
TAXATION
S-23
VALIDITY OF THE SECURITIES
S-30
EXPERTS
S-30
PROSPECTUS

https://www.sec.gov/Archives/edgar/data/310569/000119312520096057/d892867d424b5.htm[4/3/2020 8:12:31 AM]

Final Prospectus Supplement
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-13 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 severally
guarantee the Notes on an unconditional, full and irrevocable basis, subject to certain limitations
described in "Description of Debt Securities and Guarantees" in the accompanying Prospectus.
Securities Offered
$1,750,000,000 aggregate principal amount of 3.500% notes due 2030 (the "2030 Notes"). The
2030 Notes will mature on June 1, 2030.

$1,000,000,000 aggregate principal amount of 4.350%% notes due 2040 (the "2040 Notes"). The
2040 Notes will mature on June 1, 2040.

$2,250,000,000 aggregate principal amount of 4.500% notes due 2050 (the "2050 Notes"). The
2050 Notes will mature on June 1, 2050.

$2,000,000,000 aggregate principal amount of 4.600% notes due 2060 (the "2060 Notes"). The
2060 Notes will mature on June 1, 2060.
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
99.790% of the principal amount of the 2030 Notes, plus accrued interest, if any, from and
including April 3, 2020.

99.937% of the principal amount of the 2040 Notes, plus accrued interest, if any, from and
https://www.sec.gov/Archives/edgar/data/310569/000119312520096057/d892867d424b5.htm[4/3/2020 8:12:31 AM]

Final Prospectus Supplement
including April 3, 2020.

99.924% of the principal amount of the 2050 Notes, plus accrued interest, if any, from and
including April 3, 2020.

99.916% of the principal amount of the 2060 Notes, plus accrued interest, if any, from and
including April 3, 2020.
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.

S-1
Table of Contents
Ranking of the Guarantees
Subject to certain limitations described in "Description of Debt Securities and Guarantees" in the
accompanying Prospectus, each Note will be jointly and severally guaranteed by each of the
Guarantors, on an unconditional, full and irrevocable basis (each a "Guarantee" and collectively
the "Guarantees"). The Guarantees will be the direct, unconditional, unsecured and
unsubordinated general obligations of the Guarantors. The Guarantees will rank pari passu
among themselves, without any preference of one over the other by reason of priority of date of
issue or otherwise, and pari passu with all other existing and future unsecured and
unsubordinated general obligations of the Guarantors. Each of the Guarantors other than the
Parent Guarantor shall be entitled to terminate its Guarantee in certain circumstances as further
described under "Description of Debt Securities and Guarantees" in the accompanying
Prospectus.
Minimum Denomination
The Notes will be issued in denominations of $1,000 and integral multiples of $1,000 in excess
thereof.
Payment of Principal and Interest on the Notes
The principal amount of the 2030 Notes is $1,750,000,000 and the 2030 Notes will bear interest
at the rate per annum of 3.500%.

The principal amount of the 2040 Notes is $1,000,000,000 and the 2040 Notes will bear interest
at the rate per annum of 4.350%.

The principal amount of the 2050 Notes is $2,250,000,000 and the 2050 Notes will bear interest
at the rate per annum of 4.500%.

The principal amount of the 2060 Notes is $1,000,000,000 and the 2060 Notes will bear interest
at the rate per annum of 4.600%.
Interest on the Notes will be payable semi-annually in arrears on June 1 and December 1 of each
year, commencing on December 1, 2020. Interest on the Notes will accrue from April 3, 2020.

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.

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 May 17 and November 16
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
https://www.sec.gov/Archives/edgar/data/310569/000119312520096057/d892867d424b5.htm[4/3/2020 8:12:31 AM]

Final Prospectus Supplement
delayed payment.

S-2
Table of Contents
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 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 2030 Notes, March 1, 2030 (three months prior to the maturity date
of the 2030 Notes), (ii) with respect to the 2040 Notes, December 1, 2039 (six months prior to the
maturity date of the 2040 Notes), (iii) with respect to the 2050 Notes, December 1, 2049 (six
months prior to the maturity date of the 2050 Notes), (iv) with respect to the 2060 Notes,
December 1, 2059 (six months prior to the maturity date of the 2060 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.

S-3
Table of Contents

https://www.sec.gov/Archives/edgar/data/310569/000119312520096057/d892867d424b5.htm[4/3/2020 8:12:31 AM]

Final Prospectus Supplement
On or after, (i) with respect to the 2030 Notes, March 1, 2030 (three months prior to the maturity
date of the 2030 Notes), (ii) with respect to the 2040 Notes, December 1, 2039 (six months prior
to the maturity date of the 2040 Notes), (iii) with respect to the 2050 Notes, December 1, 2049
(six months prior to the maturity date of the 2050 Notes), (iv) with respect to the 2060 Notes,
December 1, 2059 (six months prior to the maturity date of the 2060 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 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.
Use of Proceeds
The Issuer intends to apply substantially all of the net proceeds (estimated to be approximately
$5,954 million before expenses) from the sale of the Notes for general corporate purposes.
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").

S-4
Table of Contents
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
https://www.sec.gov/Archives/edgar/data/310569/000119312520096057/d892867d424b5.htm[4/3/2020 8:12:31 AM]

Final Prospectus Supplement
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 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:
2030 Notes: 035240 AV2
2040 Notes: 035240 AS9
2050 Notes: 035240 AT7
2060 Notes: 035240 AU4
ISINs:
2030 Notes: US035240AV25
2040 Notes: US035240AS95
2050 Notes: US035240AT78
2060 Notes: US035240AU42

S-5
Table of Contents
RECENT DEVELOPMENTS
On 27 February 2020, in connection with the release of our fourth quarter results, we announced an outlook for 2020, which included
guidance as of that date on the impact of COVID-19 pandemic; our performance expectations for the year; our cost of sales per hectoliter growth; our net
finance costs, our effective tax rate; our net capital expenditure; our debt position and our dividend outlook (the "2020 Outlook"). That 2020 Outlook
reflected our assessment at that time. Since 27 February 2020, the scale and magnitude of COVID-19 has increased significantly, resulting in restrictions
imposed on many customers, as well as other limitations and social distancing measures in many countries in mid-March 2020. Given the uncertainty,
volatility and fast-moving developments of the pandemic in the markets in which we operate, on 23 March 2020, we withdrew the 2020 Outlook in its
entirety because of the impact of COVID-19.
Our business and operating results could be negatively impacted by the COVID-19 virus pandemic. Consumption of beer and other alcohol
and non-alcohol beverages in many of the jurisdictions in which we operate is closely linked to general economic conditions, with levels of consumption
tending to rise during periods of rising per capita income and fall during periods of declining per capita income. In addition, our "on-trade" sales to bars,
clubs, and restaurants are currently significantly impacted by the closure of, or restrictions on, those establishments in our markets, and we may face
restrictions on our ability to operate our plants and distribute our products. We cannot predict the degree to, or the time period over, which our sales and
operations will be affected by this outbreak, and the effects could be material.
In March 2020, in order to proactively safeguard our liquidity position by holding cash on our balance sheet through the period of significant
financial market volatility and uncertainty as a result of the COVID-19 virus pandemic, we drew the full USD 9.0 billion commitment under our revolving
credit facility. Furthermore, on 30 March 2020, we completed the pricing of EUR 4.5 billion aggregate principal amount of notes due to be issued on
2 April 2020. A continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on our
ability to access capital, our business, our liquidity, our net debt to EBITDA ratio, credit ratings, results of operations and financial condition.
On 26 March 2020, S&P Global Ratings placed our long-term issuer credit rating of A- on CreditWatch with negative implications and on
https://www.sec.gov/Archives/edgar/data/310569/000119312520096057/d892867d424b5.htm[4/3/2020 8:12:31 AM]

Final Prospectus Supplement
30 March 2020, Moody's Investors Service affirmed our Baa1 senior unsecured rating with stable outlook. Any credit rating downgrades could materially
adversely affect our ability to finance our ongoing operations, including by increasing our cost of borrowing, significantly harming our financial condition,
and negatively impacting our ability to refinance our other existing indebtedness.
AB InBev previously announced on 19 July 2019 that it had agreed to sell its Australian subsidiary Carlton & United Breweries (CUB) to
Asahi Group Holdings Ltd. for 16 billion AUD, equivalent to approximately 11 billion USD. Today, the Australian Competition and Consumer
Commission (ACCC) has granted its clearance of the proposed divestiture, a key step toward completing the transaction. AB InBev expects the transaction
to close as soon as possible in the second quarter of 2020 after the Australian Foreign Investment Review Board (FIRB) approval process is completed.

S-6
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
Prospective investors should rely on the information provided in this Prospectus Supplement, the accompanying Prospectus and the
documents incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. No person is authorized to make any representation
or give any information not contained in this Prospectus Supplement, the accompanying Prospectus or the documents incorporated by reference in this
Prospectus Supplement and the accompanying Prospectus. Any such representation or information not contained in this Prospectus Supplement, the
accompanying Prospectus or the documents incorporated by reference in this Prospectus Supplement and the accompanying Prospectus must not be relied
upon as having been authorized by us or the underwriters. Please see "Incorporation of Certain Information by Reference" in this Prospectus Supplement
and the accompanying Prospectus for information about the documents that are incorporated by reference.
We are not offering to sell or soliciting offers to buy any securities other than the Notes offered under this Prospectus Supplement, nor are
we offering to sell or soliciting offers to buy the Notes in places where such offers are not permitted by applicable law. You should not assume that the
information in this Prospectus Supplement or the accompanying Prospectus, or the information we have previously filed with the U.S. Securities and
Exchange Commission ("SEC") and incorporated by reference in this Prospectus Supplement and the accompanying Prospectus, is accurate as of any date
other than their respective dates.
The Notes described in this Prospectus Supplement are the Issuer's debt securities being offered under registration statement no. 333-223774
filed with the SEC, under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The accompanying Prospectus is part of that registration
statement. The accompanying Prospectus provides you with a general description of the securities that we may offer, and this Prospectus Supplement
contains specific information about the terms of this offering and the Notes. This Prospectus Supplement also adds, updates or changes information
provided or incorporated by reference in the accompanying Prospectus. Consequently, before you invest, you should read this Prospectus Supplement
together with the accompanying Prospectus as well as the documents incorporated by reference in this Prospectus Supplement and the accompanying
Prospectus. Those documents contain information about us, the Notes and other matters. Our shelf registration statement, any post-effective amendments
thereto, the various exhibits thereto, and the documents incorporated therein and herein by reference, contain additional information about us and the Notes.
Our SEC filings are also available to the public on the SEC's website at http://www.sec.gov. Certain terms used but not defined in this Prospectus
Supplement are defined in the Prospectus.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area ("EEA") or in the United Kingdom. For these purposes the expression "retail investor" means a person
who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or
(ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) No. 2017/1129 (as
amended, the "Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the United Kingdom has
been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the United Kingdom
may be unlawful under the PRIIPs Regulation. This prospectus supplement and the attached prospectus have been prepared on the basis that any offer of
Notes in any Member State of the EEA or in the United Kingdom will be made pursuant to an exemption under the Prospectus Regulation from the
requirement to publish a prospectus for offers of Notes. This prospectus supplement is not a prospectus for the purposes of the Prospectus Regulation.
References to "$" or "USD" in this Prospectus Supplement are to U.S. dollars, and references to "" or "EUR" are to euros.
The distribution of this Prospectus Supplement and the accompanying Prospectus and the offering of the Notes in certain jurisdictions may be
restricted by law. Persons who receive copies of this Prospectus Supplement and the accompanying Prospectus should inform themselves about and
observe those restrictions. See "Underwriting" in this Prospectus Supplement.

S-7
Table of Contents
https://www.sec.gov/Archives/edgar/data/310569/000119312520096057/d892867d424b5.htm[4/3/2020 8:12:31 AM]

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

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

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

·
the effects of the COVID-19 pandemic and uncertainties about its impact and duration;

·
financial risks, such as interest rate risk, foreign exchange rate risk (in particular as against the U.S. dollar, our reporting currency),

commodity risk, asset price risk, equity market risk, counterparty risk, sovereign risk, liquidity risk, inflation or deflation, including inability
to achieve our optimal net debt level;

·
continued geopolitical instability, which may result in, among other things, economic and political sanctions and currency exchange rate

volatility, and which may have a substantial impact on the economies of one or more of our key markets;

·
changes in government policies and currency controls;

·
continued availability of financing and our ability to achieve our targeted coverage and debt levels and terms, including the risk of constraints

on financing in the event of a credit rating downgrade;

·
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, Banco Central do Brasil, Banco Central de la República Argentina, the Central Bank of China, the
South African Reserve Bank, Banco de la República in Colombia, the Bank of Mexico and other central banks;

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

operations and changes to tax benefit programs, as well as actions or decisions of courts and regulators;

·
limitations on our ability to contain costs and expenses;

·
our expectations with respect to expansion plans, premium growth, accretion to reported earnings, working capital improvements and

investment income or cash flow projections;

·
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 consumer spending;

·
changes in pricing environments;

S-8
Table of Contents

·
volatility in the prices of raw materials, commodities and energy;

·
difficulties in maintaining relationships with employees;

·
regional or general changes in asset valuations;

·
greater than expected costs (including taxes) and expenses;

·
the risk of unexpected consequences resulting from acquisitions, joint ventures, strategic alliances, corporate reorganizations or divestiture

plans, and our ability to successfully and cost-effectively implement these transactions and integrate the operations of businesses or other
assets we have acquired;

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

·
natural and other disasters, including widespread health emergencies, cyberattacks and military conflict and instability;

·
any inability to economically hedge certain risks;

https://www.sec.gov/Archives/edgar/data/310569/000119312520096057/d892867d424b5.htm[4/3/2020 8:12:31 AM]

Final Prospectus Supplement
·
inadequate impairment provisions and loss reserves;

·
technological changes and threats to cybersecurity and the risk of loss or misuse of personal data;

·
our success in managing the risks involved in the foregoing; and

·
other statements contained in or incorporated by reference in this Prospectus Supplement that are not historical.
Our statements regarding financial risks, including interest rate risk, foreign exchange rate risk, commodity risk, asset price risk, equity
market risk, counterparty risk, sovereign risk, inflation and deflation, are subject to uncertainty. For example, certain market and financial 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 or
financial 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 Supplement are further qualified by the risks described beginning on page
2 of the accompanying Prospectus, including in documents incorporated by reference therein, elsewhere in this Prospectus Supplement or accompanying
Prospectus or in the 2019 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.

S-9
Table of Contents
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference in the Prospectus Supplement information contained in documents that we file with the SEC.
The information that we incorporate by reference is an important part of this Prospectus Supplement and the accompanying Prospectus. We incorporate by
reference in this Prospectus Supplement, after the date of this Prospectus Supplement and until we complete the offerings using this Prospectus Supplement
and accompanying Prospectus, any future filings that we make with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended, and reports on Form 6-K we furnish to the SEC to the extent we designate therein.
We filed our Annual Report on Form 20-F for the fiscal year ended 31 December 2019 (the "Annual Report") with the SEC on 24 March
2020. We are incorporating the Annual Report by reference into this prospectus. We are also incorporating our Current report on Form 6-K filed with the
SEC on 1 April 2020 regarding updates on the sale of Carlton & United Breweries to Asahi Group Holdings, Ltd.
The information that we file with the SEC, including future filings, automatically updates and supersedes information in documents filed at
earlier dates. All information appearing in this Prospectus Supplement is qualified in its entirety by the information and financial statements, including the
notes, contained in the documents that we incorporate by reference in this Prospectus Supplement.
You may request a copy of the filings referred to above, at no cost, 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).

S-10
Table of Contents
USE OF PROCEEDS
The Issuer intends to apply substantially all of the net proceeds (estimated to be approximately $5,954 million before expenses) from the sale
of the Notes for general corporate purposes.

S-11
Table of Contents
CAPITALIZATION
The following table shows our cash and cash equivalents and capitalization as of 31 December 2019 and on an as adjusted basis to give effect
to this offering, and reflecting the adjustments and assumptions described below. This information reflects only the adjustments detailed in the foregoing
sentence and should be read in conjunction with the consolidated financial statements and the accompanying notes of AB InBev incorporated by reference
into this prospectus and the unaudited pro forma condensed combined financial information included in this prospectus.

As of 31 December
https://www.sec.gov/Archives/edgar/data/310569/000119312520096057/d892867d424b5.htm[4/3/2020 8:12:31 AM]

Document Outline

#1">
- #1">