Obligation Anheuser-Busch InBev SA 4.625% ( US03524BAF31 ) en USD

Anheuser-Busch InBev SA

92.15 % ▲

Belgique

US03524BAF31 ( en USD )

4.625% par an ( paiement semestriel )

31/01/2044

Prospectus brochure de l'obligation Anheuser-Busch InBev US03524BAF31 en USD 4.625%, échéance 31/01/2044

1 000 USD

850 000 000 USD

03524BAF3

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

01/02/2026 ( Dans 89 jours )

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 Anheuser-Busch InBev (ISIN: US03524BAF31, CUSIP: 03524BAF3), émise en Belgique pour un montant total de 850 000 000 USD, avec une maturité au 31/01/2044, un taux d'intérêt de 4,625%, une taille minimale d'achat de 1 000 USD et des paiements semestriels, se négocie actuellement à 91,04% de sa valeur nominale et bénéficie d'une notation A- par Standard & Poor's et A3 par Moody's.

424B5
http://www.sec.gov/Archives/edgar/data/310569/000119312514020086/...
424B5 1 d660735d424b5.htm 424B5
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-185619
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price(1)

Registration Fee
$300,000,000 Floating Rate Notes due 2017

$
300,000,000
$
38,640
Guarantees of $300,000,000 Floating Rate Notes due 2017(2)

(3)

(3)
$250,000,000 Floating Rate Notes due 2019

$
250,000,000
$
32,200
Guarantees of $250,000,000 Floating Rate Notes due 2019(2)

(3)

(3)
$1,200,000,000 1.125% Notes due 2017

$ 1,200,000,000
$
154,560
Guarantees of $1,200,000,000 1.125% Notes due 2017(2)

(3)

(3)
$1,250,000,000 2.150% Notes due 2019

$ 1,250,000,000
$
161,000
Guarantees of $1,250,000,000 2.150% Notes due 2019(2)

(3)

(3)
$1,400,000,000 3.700% Notes due 2024

$ 1,400,000,000
$
180,320
Guarantees of $1,400,000,000 3.700% Notes due 2024(2)

(3)

(3)
$850,000,000 4.625% Notes due 2044

$
850,000,000
$
109,480
Guarantees of $850,000,000 4.625% Notes due 2044(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.
1 of 106
1/24/2014 3:34 PM

424B5
http://www.sec.gov/Archives/edgar/data/310569/000119312514020086/...
Table of Contents
Prospectus Supplement
(To Prospectus dated 21 December 2012) (the "Prospectus")

$300,000,000 Floating Rate Notes due 2017
$250,000,000 Floating Rate Notes due 2019
$1,200,000,000 1.125% Notes due 2017
$1,250,000,000 2.150% Notes due 2019
$1,400,000,000 3.700% Notes due 2024
$850,000,000 4.625% Notes due 2044
Fully and unconditionally guaranteed by
The fixed rate notes due 2017 (the "2017 Fixed Rate Notes") wil bear interest at a rate of 1.125% per year, the fixed rate notes due 2019 (the "2019 Fixed Rate Notes") will
bear interest at a rate of 2.150% per year, the fixed rate notes due 2024 (the "2024 Fixed Rate Notes") wil bear interest at a rate of 3.700% per year and the fixed rate notes
due 2044 (the "2044 Fixed Rate Notes", and together with the 2017 Fixed Rate Notes, 2019 Fixed Rate Notes and 2024 Fixed Rate Notes, the "Fixed Rate Notes") will bear
interest at a rate of 4.625% per year. Interest on the 2017 Fixed Rate Notes wil be payable semi-annual y in arrears on January 27 and July 27 of each year, commencing on July
27, 2014. Interest on the 2019 Fixed Rate Notes, the 2024 Fixed Rate Notes and the 2044 Fixed Rate Notes will be payable semi-annual y in arrears on February 1 and August 1 of
each year, commencing on August 1, 2014. The 2017 Fixed Rate Notes will mature on January 27, 2017, the 2019 Fixed Rate Notes will mature on February 1, 2019, the 2024 Fixed
Rate Notes wil mature on February 1, 2024 and the 2044 Fixed Rate Notes wil mature on February 1, 2044. The floating rate notes due 2017 (the "2017 Floating Rate 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 0.19% and the floating rate notes due
2019 (the "2019 Floating Rate Notes" and together with the 2017 Floating Rate Notes, 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. dol ar LIBOR, reset quarterly, plus 0.40%. Interest on the 2017 Floating Rate Notes wil be payable quarterly in
arrears on January 27, April 27, July 27 and October 27 of each year, commencing on April 27, 2014. Interest on the 2019 Floating Rate Notes wil be payable quarterly in arrears
on February 1, May 1, August 1 and November 1 of each year, commencing on May 1, 2014. The 2017 Floating Rate Notes wil mature on January 27, 2017 and the 2019 Floating
Rate Notes wil mature on February 1, 2019. The Notes wil be issued by Anheuser-Busch InBev Finance Inc. (the "Issuer") and will be fully and unconditionally guaranteed by
Anheuser-Busch InBev SA/NV (the "Parent Guarantor"), Anheuser-Busch InBev Worldwide 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 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 Floating
Rate Notes are not subject to such Optional Redemption (as defined herein). 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-9 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.
Public
Proceeds, before
offering
Underwriting
expenses, to the

price(1)

discount
Issuer

Per 2017 Fixed Rate Note

99.956%

.250%

99.706%
Total for 2017 Fixed Rate Notes

$1,199,472,000
$
3,000,000
$
1,196,472,000
Per 2019 Fixed Rate Note

99.802%

.350%

99.452%
Total for 2019 Fixed Rate Notes

$1,247,525,000
$
4,375,000
$
1,243,150,000
Per 2024 Fixed Rate Note

99.975%

.450%

99.525%
Total for 2024 Fixed Rate Notes

$1,399,650,000
$
6,300,000
$
1,393,350,000
Per 2044 Fixed Rate Note

99.533%

.875%

98.658%
Total for 2044 Fixed Rate Notes

$ 846,030,500
$
7,437,500
$
838,593,000
Per 2017 Floating Rate Note

100.000%

.250%

99.750%
Total for 2017 Floating Rate Notes

$ 300,000,000
$
750,000
$
299,250,000
2 of 106
1/24/2014 3:34 PM

424B5
http://www.sec.gov/Archives/edgar/data/310569/000119312514020086/...
Per 2019 Floating Rate Note

100.000%

.350%

99.650%
Total for 2019 Floating Rate Notes

$ 250,000,000
$
875,000
$
249,125,000
(1) Plus accrued interest, if any, from and including January 27, 2014.
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 January 27, 2014.

Joint Bookrunners
BofA Merrill Lynch

Barclays
Deutsche Bank Securities

J.P. Morgan
RBS
Senior Co-Managers
Banca IMI

BNP PARIBAS

ING

Mitsubishi UFJ Securities
Mizuho Securities

Santander

SOCIETE GENERALE
TD Securities
Co-Managers
Rabo Securities

SMBC Nikko
The date of this Prospectus Supplement is 22 January 2014.
3 of 106
1/24/2014 3:34 PM

424B5
http://www.sec.gov/Archives/edgar/data/310569/000119312514020086/...
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
THE OFFERING
S-1

RECENT DEVELOPMENTS
S-8

RISK FACTORS
S-9

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-15
DESCRIPTION OF THE NOTES
S-16
UNDERWRITING
S-25
TAXATION
S-30
VALIDITY OF THE NOTES
S-38
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 FINANCE INC., AND THE SUBSIDIARY GUARANTORS
12
USE OF PROCEEDS
13
RATIOS OF EARNINGS TO FIXED CHARGES
13
CAPITALIZATION AND INDEBTEDNESS
14
LEGAL OWNERSHIP
15
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
17
CLEARANCE AND SETTLEMENT
39
TAX CONSIDERATIONS
44
PLAN OF DISTRIBUTION
57
WHERE YOU CAN FIND MORE INFORMATION
58
VALIDITY OF SECURITIES
59
EXPERTS
59
EXPENSES
60
4 of 106
1/24/2014 3:34 PM

424B5
http://www.sec.gov/Archives/edgar/data/310569/000119312514020086/...
Table of Contents
THE OFFERING
This section outlines the specific financial and legal terms of the Notes that are more generally described under
"Description of the Notes" beginning on page S-16 of this Prospectus Supplement and under "Description of Debt Securities
and Guarantees" beginning on page 14 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 Finance 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 Worldwide 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
$1,200,000,000 aggregate principal amount of 1.125% notes due 2017 (the
"2017 Fixed Rate Notes"). The 2017 Fixed Rate Notes will mature on January
27, 2017.

$1,250,000,000 aggregate principal amount of 2.150% notes due 2019 (the

"2019 Fixed Rate Notes"). The 2019 Fixed Rate Notes will mature on
February 1, 2019.

$1,400,000,000 aggregate principal amount of 3.700% notes due 2024 (the

"2024 Fixed Rate Notes"). The 2024 Fixed Rate Notes will mature on
February 1, 2024.

$850,000,000 aggregate principal amount of 4.625% notes due 2044 (the "2044

Fixed Rate Notes"). The 2044 Fixed Rate Notes will mature on February
1, 2044.

$300,000,000 aggregate principal amount of floating rate notes due 2017 (the

"2017 Floating Rate Notes"). The 2017 Floating Rate Notes will mature on
January 27, 2017.

$250,000,000 aggregate principal amount of floating rate notes due 2019 (the

"2019 Floating Rate Notes"). The 2019 Floating Rate Notes will mature on
February 1, 2019.

S-1
5 of 106
1/24/2014 3:34 PM

424B5
http://www.sec.gov/Archives/edgar/data/310569/000119312514020086/...
Table of Contents
The Fixed Rate Notes, but not the Floating 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
99.956% of the principal amount of the 2017 Fixed Rate Notes, plus accrued
interest, if any, from and including January 27, 2014.

99.802% of the principal amount of the 2019 Fixed Rate Notes, plus accrued

interest, if any, from and including January 27, 2014.

99.975% of the principal amount of the 2024 Fixed Rate Notes, plus accrued

interest, if any, from and including January 27, 2014.

99.533% of the principal amount of the 2044 Fixed Rate Notes, plus accrued

interest, if any, from and including January 27, 2014.

100% of the principal amount of the 2017 Floating Rate Notes, plus accrued

interest, if any, from and including January 27, 2014.

100% of the principal amount of the 2019 Floating Rate Notes, plus accrued

interest, if any, from and including January 27, 2014.

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
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 2017 Fixed Rate Notes is $1,200,000,000 and the
Fixed Rate Notes
2017 Fixed Rate Notes will bear interest at the rate per annum of 1.125%.

S-2
6 of 106
1/24/2014 3:34 PM

424B5
http://www.sec.gov/Archives/edgar/data/310569/000119312514020086/...
Table of Contents
The principal amount of the 2019 Fixed Rate Notes is $1,250,000,000 and the

2019 Fixed Rate Notes will bear interest at the rate per annum of 2.150%.

The principal amount of the 2024 Fixed Rate Notes is $1,400,000,000 and the

2024 Fixed Rate Notes will bear interest at the rate per annum of 3.700%.

The principal amount of the 2044 Fixed Rate Notes is $850,000,000 and the

2044 Fixed Rate Notes will bear interest at the rate per annum of 4.625%.

Interest on the 2017 Fixed Rate Notes will be payable semi-annually in arrears
on January 27 and July 27 of each year, commencing on July 27, 2014. Interest
on the 2019 Fixed Rate Notes, 2024 Fixed Rate Notes and 2044 Fixed Rate

Notes will be payable semi-annually in arrears on February 1 and August 1 of
each year, commencing on August 1, 2014. Interest on the Fixed Rate Notes will
accrue from January 27, 2014.

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 January 15 and July 15 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 2017 Floating Rate Notes is $300,000,000 and the
Floating Rate Notes
2017 Floating Rate Notes will bear interest at a floating rate per annum equal to
the 3-month U.S. dollar LIBOR, reset quarterly, plus 0.19%.

The principal amount of the 2019 Floating Rate Notes is $250,000,000 and the

2019 Floating Rate Notes will bear interest at a floating rate per annum equal to
the 3-month U.S. dollar LIBOR, reset quarterly, plus 0.40%.

S-3
7 of 106
1/24/2014 3:34 PM

424B5
http://www.sec.gov/Archives/edgar/data/310569/000119312514020086/...
Table of Contents
Interest on the 2017 Floating Rate Notes will be payable quarterly in arrears on
January 27, April 27, July 27 and October 27 of each year, commencing on
April 27, 2014. Interest on the 2019 Floating Rate Notes will be payable

quarterly in arrears on February 1, May 1, August 1 and November 1 of each
year, commencing on May 1, 2014 (each, a "Floating Rate Interest Payment
Date"). Interest on the Floating Rate Notes will accrue from January 27, 2014.

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 any
Floating Rate Note) 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 such Floating Rate Notes until the principal of
such 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
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

S-4
8 of 106
1/24/2014 3:34 PM

424B5
http://www.sec.gov/Archives/edgar/data/310569/000119312514020086/...
Table of Contents
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
The Fixed Rate Notes, but not the Floating 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 5 basis points in the case of the 2017
Fixed Rate Notes, 10 basis points in the case of the 2019 Fixed Rate
Notes, 15 basis points in the case of the 2024 Fixed Rate Notes and 15
basis points in the case of the 2044 Fixed Rate Notes;

plus, in each case described above, accrued and unpaid interest on the principal
amount being redeemed to (but excluding) the redemption date.

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

S-5
9 of 106
1/24/2014 3:34 PM

424B5
http://www.sec.gov/Archives/edgar/data/310569/000119312514020086/...
Table of Contents
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 January 27, 2014
(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
$5,220 million net of underwriting discounts but before expenses) from the sale
of the Notes toward general corporate purposes and pre-funding of financing
related to the announced reacquisition of Oriental Brewery. See "Recent
Developments".

Listing and Trading
Application will be made for 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.

S-6
10 of 106
1/24/2014 3:34 PM