RATINGS RATIONALE

"The full ownership of Modelo will give ABI the ability to consolidate and control the cash flows from this very attractive and growing business and further solidifies ABI's position as the global beer industry leader with over $47 billion in pro-forma total revenues" said Linda Montag, Moody's Senior Vice President. "The addition of Modelo's leading and fast growing brands is a credit positive. However we expect a temporary increase in leverage that could delay a further upgrade until integration is successfully underway and leverage is reduced closer to the company's long term goal", she added. Moody's expects that the acquisition will prolong the company's ability to reduce leverage to its target level by 12 to 18 months.

Modelo is the leading beer in Mexico with over a 70% market share and Corona is the leading beer import beer brand in 38 countries including the US. Two Modelo brands, Corona and Modelo Especial, each generate over $1 billion in revenues, which will bring ABI's portfolio of billion dollar brands to 17. Corona will become one of ABI's global focus brands which should expand its growth opportunities to other markets outside of Mexico. The Mexican market is very attractive, with a growing young population and an expanding middle class which enhances ABI's mix of developed versus emerging markets.

Financing for the transaction is already in place, with bank term loan agreements already executed totaling $14 billion; $6 billion of which has a 2-year term after draw and $8 billion of which a 3-year term, both with up to an 18 month availability period before draw. The final usage of these bank facilities may be reduced through capital markets issuance or cash generated during the regulatory approval period. The deal will be funded with cash, but the total amount needed will be reduced by $2 billion in cash at Modelo, $1.8 billion in proceeds from the sale of half of the Crown Joint Venture in the United States to joint venture partner Constellation brands (rated Ba1, stable), and $1.5 billion in equity from the owners of Modelo. ABI will continue to maintain solid liquidity, with its $8 billion revolver untapped by this transaction, and approximately $4 billion of cash on hand now, plus cash flows over the next several quarters before the transaction will close. Closing is expected to take place in the first or second quarter of 2013 after regulatory approvals are obtained. Management expects that it will achieve synergies in the range of $600 million over the course of several years.

The current ratings reflect ABI's scale as the world's largest brewer, its wide portfolio of beer brands at various price points, leading market positions in some of the world's largest and most profitable beer markets, and seasoned management with a solid track record of integrating acquisitions and reducing leverage. The ratings are further supported by the company's strong margins and high, recurring cash flows generated by its operations. At the same time, the ratings factor in the company's exposure to somewhat more volatile economies, although it has a broadly balanced earnings base, the difficult consumer environments in North America and Western Europe, and continued high commodity prices which slows down margin improvement. Ratings also reflect leverage that will remain somewhat above the company's target level for approximately 12 to 18 months after the acquisition. At year end 2011, debt to EBITDA was 2.9 times (calculated incorporating Moody's standard accounting adjustments). Moody's expects that this will decline to around 2.6 times by year end 2012 just prior to closing the transaction, but will then increase at closing to over 3 times. Moody's expects that leverage of 2.5 times or under will likely not be achieved until 2014, a little more than one year later than was likely before the deal. The positive outlook reflects Moody's expectation that ABI will successfully integrate the Modelo business and achieve cost synergies as planned. It also reflects Moody's expectation that management will remain committed to reducing leverage post transaction, while growing the scale and profitability of the global ABI business, which could lead to an upgrade.

An upgrade to A2 would require sustained good business momentum, solid liquidity, the continuation of a conservative financial policy and improvement in credit metrics with retained cash flow/net debt ratio in the mid 20% range and debt to EBITDA approaching 2.5 times (calculated using Moody's standard accounting adjustments). It would also require evidence suggesting successful integration of the Modelo acquisition.

Although unlikely in the near term, the ratings could be downgraded if debt to EBITDA is sustained materially above 3.0 times or retained cash flow/net debt falls materially below 20%, both calculated using Moody's standard accounting adjustments. Additional large debt financed acquisitions, aggressive, debt financed shareholder returns, or sustained operating difficulties in key markets could also lead to a downgrade.

The principal methodology used in rating ABI was the Global Alcoholic Beverage Rating Methodology published in September 2009. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

REGULATORY DISCLOSURES

The Global Scale Credit Ratings on this press release that are issued by one of Moody's affiliates outside the EU are endorsed by Moody's Investors Service Ltd., One Canada Square, Canary Wharf, London E 14 5FA, UK, in accordance with Art.4 paragraph 3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies. Further information on the EU endorsement status and on the Moody's office that has issued a particular Credit Rating is available on www.moodys.com.

For ratings issued on a program, series or category/class of debt, this announcement provides relevant regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides relevant regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides relevant regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

Moody's considers the quality of information available on the rated entity, obligation or credit satisfactory for the purposes of issuing a rating.

Moody's adopts all necessary measures so that the information it uses in assigning a rating is of sufficient quality and from sources Moody's considers to be reliable including, when appropriate, independent third-party sources. However, Moody's is not an auditor and cannot in every instance independently verify or validate information received in the rating process.

Please see Moody's Rating Symbols and Definitions on the Rating Process page on www.moodys.com for further information on the meaning of each rating category and the definition of default and recovery.

Please see ratings tab on the issuer/entity page on www.moodys.com for the last rating action and the rating history. The date on which some ratings were first released goes back to a time before Moody's ratings were fully digitized and accurate data may not be available. Consequently, Moody's provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see the ratings disclosure page on our website www.moodys.com for further information.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

Linda Montag Senior Vice President Corporate Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653Peter H. Abdill, CFA MD - Corporate Finance Corporate Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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