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    ABEV3   BRABEVACNOR1

AMBEV S.A.

(ABEV3)
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Ambev S A : Report on review of interim consolidated financial statements (Form 6-K)

08/10/2021 | 05:10pm EDT

Report on review of interim
consolidated financial statements

To the Board of Directors and Shareholders

Ambev S.A.

Introduction

We have reviewed the accompanying interim consolidated balance sheet of Ambev S.A. and its subsidiaries ('Company') as at June 30, 2021 and the related interim consolidated statements of income and comprehensive income for the three-month and six-month periods then ended, and the interim consolidated statements of changes in equity and cash flows for the six-month period then ended, and a summary of significant accounting policies and other explanatory notes.

Management is responsible for the preparation and fair presentation of these interim consolidated financial statements in accordance with International Accounting Standard (IAS) 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB). Our responsibility is to express a conclusion on these interim consolidated financial statements based on our review.

Scope of review

We conducted our review in accordance with International Standards on Reviews of Interim Financial Information (ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity). A review of interim information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim consolidated financial statements is not prepared, in all material respects, in accordance with International Accounting Standard (IAS) 34 - Interim Financial Reporting issued by the International Accounting Standards Board (IASB).

São Paulo, August 10, 2021

PricewaterhouseCoopers

Auditores Independentes

CRC 2SP000160/O-5

Alessandro Marchesino de Oliveira

Contador CRC 1SP265450/O-8

PricewaterhouseCoopers, Av. Francisco Matarazzo 1400, Torre Torino, São Paulo, SP, Brasil, 05001-903, Caixa Postal 60054,

T: +55 (11) 3674 2000, www.pwc.com.br

INTERIM CONSOLIDATED BALANCE SHEET

All amounts in thousand of Brazilian Reais unless otherwise stated

Assets Note 06/30/2021 12/31/2020
Cash and cash equivalents 5 13,269,346 17,090,335
Investment securities 6 1,245,607 1,700,028
Derivative financial instruments 22 900,102 505,933
Trade receivable 3,702,153 4,303,138
Inventories 7 9,583,373 7,605,905
Income tax and social contributions recoverable 1,501,766 1,759,247
Recoverable taxes 8 1,363,352 1,527,895
Other assets 1,139,967 850,133
Current assets 32,705,666 35,342,614
Investment securities 6 196,011 213,907
Derivative financial instruments 22 1,050 3,403
Income tax and social contributions recoverable 4,072,743 4,495,002
Recoverable taxes 8 7,381,800 5,695,806
Deferred tax assets 9 4,578,825 4,560,808
Other assets 1,971,170 2,141,596
Employee benefits 33,241 33,648
Investments in joint ventures 310,649 337,427
Property, plant and equipment 10 25,701,978 24,768,355
Intangible 7,603,171 7,580,556
Goodwill 11 39,883,831 40,023,457
Non-current assets 91,734,469 89,853,965
Total assets 124,440,135 125,196,579

The accompanying notes are an integral part of these interim consolidated financial statements.

INTERIM CONSOLIDATED BALANCE SHEET (CONTINUED)

All amounts in thousand of Brazilian Reais unless otherwise stated

Equity and liabilities Note 06/30/2021 12/31/2020
Trade payables 18,818,386 19,339,223
Derivative financial instruments 22 301,098 329,768
Interest-bearing loans and borrowings 12 854,758 2,738,773
Bank overdrafts 94,065 -
Wages and salaries 1,695,244 925,531
Dividends and interest on shareholders' equity payable 1,227,394 2,454,741
Income tax and social contribution payable 1,325,769 1,167,347
Taxes and contributions payable 2,318,180 4,549,521
Other liabilities 1,983,066 1,848,148
Provisions 13 173,566 124,912
Current liabilities 28,791,526 33,477,964
Trade payables 618,935 655,872
Derivative financial instruments 22 - 20
Interest-bearing loans and borrowings 12 2,135,837 2,053,455
Deferred tax liabilities 9 2,849,432 3,043,362
Income tax and social contribution payable 1,816,792 1,912,658
Taxes and contributions payable 686,348 684,260
Put option granted on subsidiaries and other liabilities 3,615,748 4,226,731
Provisions 13 412,688 447,086
Employee benefits 3,411,023 3,544,047
Non-current liabilities 15,546,803 16,567,491
Total liabilities 44,338,329 50,045,455
Equity 14
Issued capital 58,006,296 57,899,073
Reserves 80,953,257 80,905,572
Carrying value adjustments (66,622,709) (64,989,017)
Retained earnings / (losses) 6,552,945 -
Equity attributable to the equity holders of Ambev 78,889,789 73,815,628
Non-controlling interests 1,212,017 1,335,496
Total equity 80,101,806 75,151,124
Total equity and liabilities 124,440,135 125,196,579

The accompanying notes are an integral part of these interim consolidated financial statements.

INTERIM CONSOLIDATED STATEMENTS OF INCOME

For the six and three-month period ended June 30

All amounts in thousand of Brazilian Reais unless otherwise stated

Six-month period ended: Three-month period ended:
Note 2021 2020 2021 2020
Net sales 16 32,350,902 24,217,927 15,711,141 11,615,330
Cost of sales (15,910,599) (11,445,066) (7,965,269) (5,801,877)
Gross profit 16,440,303 12,772,861 7,745,872 5,813,453
Distribution expenses (4,490,366) (3,694,432) (2,360,773) (1,843,119)
Sales and marketing expenses (3,093,145) (2,862,684) (1,648,105) (1,307,145)
Administrative expenses (2,376,945) (1,347,378) (1,142,886) (682,032)
Other operating income/(expenses), net 17 1,572,890 236,176 1,394,950 64,907
Exceptional items 18 (157,075) (151,994) (85,650) (127,919)
Income from operations 7,895,662 4,952,549 3,903,408 1,918,145
Finance expenses 19 (2,405,939) (2,812,984) (961,544) (1,030,341)
Finance income 19 1,064,341 482,382 684,246 236,606
Net finance result (1,341,598) (2,330,602) (277,298) (793,735)
Share of results of joint ventures (21,571) (22,854) (9,025) (16,237)
Income before income tax 6,532,493 2,599,093 3,617,085 1,108,173
Income tax expense 20 (869,601) (116,525) (687,504) 163,143
Net income 5,662,892 2,482,568 2,929,581 1,271,316
Attributable to:
Equity holders of Ambev 5,511,194 2,318,583 2,885,782 1,226,799
Non-controlling interest 151,698 163,985 43,799 44,517
Basic earnings per share - common - R$ 0.3502 0.1474 0.1834 0.0780
Diluted earnings per share - common - R$ 0.3475 0.1461 0.1820 0.0773

The accompanying notes are an integral part of these interim consolidated financial statements.

INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the six and three-month period ended June 30

All amounts in thousand of Brazilian Reais unless otherwise stated

Six-month period ended: Three-month period ended:
2021 2020 2021 2020
Net income 5,662,892 2,482,568 2,929,581 1,271,316
Items that will not be reclassified to profit or loss:
Recognition of actuarial gains/(losses) (57,776) (3,598) (1,625) 1,156
Items that may be subsequently reclassified to profit or loss:
Exchange differences on the translation of foreign operations (gains/(losses))
Investment hedge on foreign operations - 132 - 132
Investment hedge - put option granted on subsidiaries 287,231 (501,878) 450,233 73,096
Gains/losses on translation of other foreign operations (1,690,241) 9,991,404 (6,377,709) 1,936,599
Gains/losses on translation of foreign operations (1,403,010) 9,489,658 (5,927,476) 2,009,827
Cash flow hedge - gains/(losses)
Recognized in Equity (Hedge reserve) 605,275 1,215,829 (443,501) 317,315
Reclassified from Equity (Hedge reserve) and included in profit or loss (758,119) (722,740) (366,663) (367,058)
Total cash flow hedge (152,844) 493,089 (810,164) (49,743)
Other comprehensive (loss)/income (1,613,630) 9,979,149 (6,739,265) 1,961,240
Total comprehensive income 4,049,262 12,461,717 (3,809,684) 3,232,556
Attributable to:
Equity holders of Ambev 3,924,372 11,953,480 (3,641,402) 3,218,645
Non-controlling interest 124,890 508,237 (168,282) 13,911

The accompanying notes are an integral part of these interim consolidated financial statements. The consolidated statements of comprehensive income are presented net of income tax. The income tax effects of these items are disclosed in Note 9 - Deferred income tax and social contribution.

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the six and three-month period ended June 30

All amounts in thousand of Brazilian Reais unless otherwise stated

Attributable to equity holders of Ambev
Capital Capital reserves Net income reserves Retained earnings Carrying value adjustments Total Non-controlling interests Total equity
At January 1, 2020 57,866,759 54,811,462 20,874,268 - (72,274,464) 61,278,025 1,277,980 62,556,005
Net Income - - - 2,318,583 - 2,318,583 163,985 2,482,568
Comprehensive income:
Gains/(losses) on the translation of foreign operations - - - 9,145,108 9,145,108 344,550 9,489,658
Cash flow hedges - - - 493,454 493,454 (365) 493,089
Actuarial gains/(losses) - - - (3,665) (3,665) 67 (3,598)
Total comprehensive income - - - 2,318,583 9,634,897 11,953,480 508,237 12,461,717
Capital increase (Note 14) 32,314 (32,314) - - - - - -
Effect of application of IAS 29 (hyperinflation) - - - 603,229 - 603,229 (1,138) 602,091
Options granted on subsidiaries - - - - (4,700) (4,700) - (4,700)
Gains/(losses) of controlling interest - - - - (510) (510) 1,025 515
Tax on deemed dividends - - - - (7,570) (7,570) - (7,570)
Dividends paid - - - - - - (176,562) (176,562)
Purchases of shares and results from treasury shares - (2,259) - - - (2,259) - (2,259)
Share-based payments - 100,222 - - - 100,222 - 100,222
Prescribed/(complementary) dividends - - - 2,838 - 2,838 - 2,838
At June 30, 2020 57,899,073 54,877,111 20,874,268 2,924,650 (62,652,347) 73,922,755 1,609,542 75,532,297

The accompanying notes are an integral part of these interim consolidated financial statements.

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the six and three-month period ended June 30

All amounts in thousand of Brazilian Reais unless otherwise stated

Attributable to equity holders of Ambev
Capital Capital reserves Net income reserves Retained earnings Carrying value adjustments Total Non-controlling interests Total equity
At January 1, 2021 57,899,073 54,985,511 25,920,061 - (64,989,017) 73,815,628 1,335,496 75,151,124
Net Income - - - 5,511,194 - 5,511,194 151,698 5,662,892
Comprehensive income:
Gains/(losses) on the translation of foreign operations - - - - (1,378,650) (1,378,650) (24,360) (1,403,010)
Cash flow hedges - - - - (150,283) (150,283) (2,561) (152,844)
Actuarial gains/(losses) - - - - (57,889) (57,889) 113 (57,776)
Total comprehensive income - - - 5,511,194 (1,586,822) 3,924,372 124,890 4,049,262
Capital increase (Note 14) 107,223 (103,804) - - - 3,419 - 3,419
Effect of application of IAS 29 (hyperinflation) - - - 1,041,751 - 1,041,751 17,700 1,059,451
Gains/(losses) of controlling interest - - - - (46,870) (46,870) 7,370 (39,500)
Dividends paid - - - - - - (273,439) (273,439)
Purchases of shares and results from treasury shares - (41,527) - - - (41,527) - (41,527)
Share-based payments - 193,016 - - - 193,016 - 193,016
At June 30, 2021 58,006,296 55,033,196 25,920,061 6,552,945 (66,622,709) 78,889,789 1,212,017 80,101,806

The accompanying notes are an integral part of these interim consolidated financial statements.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six and three-month period ended June 30

All amounts in thousand of Brazilian Reais unless otherwise stated

Six-month period ended:
Note 2021 2020
Net income 5,662,892 2,482,568
Depreciation, amortization and impairment 2,563,678 2,476,203
Impairment losses on receivables and inventory 75,810 190,784
Additions/(reversals) in provisions and employee benefits 93,437 108,280
Net finance costs 19 1,341,598 2,330,602
Losses/(gains) on sale of property, plant and equipment and intangible assets (42,391) (24,397)
Equity-settled share-based payment expenses 21 199,518 103,954
Income tax expense 20 869,601 116,525
Share of result of joint ventures 21,571 22,854
Other non-cash items included in profit (746,876) (726,162)
Cash flow from operating activities before changes in working capital and use of provisions 10,038,838 7,081,211
(Increase)/decrease in trade and other receivables (241,224) 1,363,840
(Increase)/decrease in inventories (2,240,332) (1,132,666)
Increase/(decrease) in trade and other payables (943,577) (2,157,840)
Cash generated from operations 6,613,705 5,154,545
Interest paid (266,910) (215,558)
Interest received 110,738 271,670
Dividends received 2,762 4,543
Income tax paid (1,782,991) (1,832,378)
Cash flow from operating activities 4,677,304 3,382,822
Proceeds from sales of property, plant and equipment and intangible assets 61,631 47,071
Proceeds from sales of subsidiaries operations 384 -
Acquisitions of property, plant and equipment and intangible assets (2,967,071) (2,153,452)
Acquisitions of subsidiaries, net of cash acquired (132,948) (299,977)
Acquisitions of other investments (5,316) (4,314)
Investments in short term debt securities and net proceeds/(acquisitions) of debt securities 460,356 (74,944)
Net proceeds/(acquisitions) of other assets 4,925 -
Cash flow from investing activities (2,578,039) (2,485,616)
Capital increase 3,419 -
Capital increase/(decrease) of non-controlling interest - 659
Proceeds/(repurchases) of treasury shares (42,836) (5,993)
Proceeds from borrowings 148,716 3,460,507
Repayment of borrowings (2,214,557) (103,797)
Cash net of finance costs other than interests (1,787,384) (1,199,486)
Payment of lease liabilities (306,935) (262,113)
Dividends and interest on shareholders equity paid (1,473,016) (51,286)
Cash flow from financing activities (5,672,593) 1,838,491
Net increase/(decrease) in cash and cash equivalents (3,573,328) 2,735,697
Cash and cash equivalents less bank overdrafts at the beginning of the year 17,090,335 11,900,642
Effect of exchange rate fluctuations on cash and cash equivalents (341,726) 2,111,860
Cash and cash equivalents less bank overdrafts at the end of the year 13,175,281 16,748,199

The accompanying notes are an integral part of these interim consolidated financial statements.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

SUMMARY

INTERIM CONSOLIDATED BALANCE SHEET 1
INTERIM CONSOLIDATED STATEMENTS OF INCOME 3
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 4
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 5
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS 7
1 CORPORATE INFORMATION 9
2 STATEMENT OF COMPLIANCE 12
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 13
4 USE OF ESTIMATES AND JUDGMENTS 14
5 CASH AND CASH EQUIVALENTS 16
6 INVESTMENT SECURITIES 16
7 INVENTORY 17
8 RECOVERABLE TAXES 17
9 DEFERRED INCOME TAX AND SOCIAL CONTRIBUTION 17
10 PROPERTY, PLANT AND EQUIPMENT 20
11 GOODWILL 23
12 INTEREST-BEARING LOANS AND BORROWING 24
13 PROVISIONS 25
14 CHANGES IN EQUITY 27
15 SEGMENT REPORTING 33
16 NET SALES 37
17 OTHER OPERATING INCOME / (EXPENSES) 37
18 EXCEPTIONAL ITEMS 37
19 FINANCE EXPENSES AND INCOME 38
20 INCOME TAX AND SOCIAL CONTRIBUTION 39
21 SHARE-BASED PAYMENTS 40
22 FINANCIAL INSTRUMENTS AND RISKS 43
23 COLLATERAL AND CONTRACTUAL COMMITMENTS WITH SUPPLIERS, ADVANCES FROM CUSTOMERS AND OTHERS 57
24 CONTINGENCIES 57
25 NON-CASH ITEMS 60
26 RELATED PARTIES 60

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

1. CORPORATE INFORMATION
(a) Description of business

Ambev S.A. (referred to as the 'Company' or 'Ambev') together with its subsidiaries (the 'Group' or 'Consolidated'), headquartered in São Paulo - SP, Brazil, has as its purpose, either directly or through participation in other companies, the production and sale of beer, draft beer, soft drinks, other non-alcoholic beverages, malt and food in general, as well as the advertising of its own and of third-party products; the sale of promotional and advertising materials; and the direct or indirect exploitation of bars, restaurants, snack bars and similar establishments, among others.

The Company's shares and American Depositary Receipts ('ADRs') are listed on the Brasil, Bolsa, Balcão S.A. ('B3') under the ticker 'ABEV3' and on the New York Stock Exchange ('NYSE') under the ticker 'ABEV', respectively.

The Company's direct controlling shareholders are Interbrew International B.V. ('ITW International'), AmBrew S.à.r.l ('Ambrew'), both of which are subsidiaries of Anheuser-Busch InBev N.V. ('AB InBev') and Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência ('Fundação Zerrenner').

The interim financial statements were approved, in their final form, by the Board of Directors on July 28, 2021.

(b) Major corporate events in 2021 and 2020

COVID-19 impacts

The outbreak of the novel coronavirus (SARS-CoV-2 or 'COVID-19') on a global scale has increased the volatility of the national and international markets, affecting the economies of the countries in which we operate and, consequently, the results of our operations. The response to the COVID-19 pandemic has evolved rapidly across the globe in a fluid and uncertain manner, including voluntary and, in some cases, mandatory quarantines, restrictions on travel, commercial and social activities, and ban on the distribution, sale and consumption of alcoholic beverages in some countries where we operate. Many of these measures directly affect our sales, distribution and final consumer demand for our products.

The impact of the pandemic on our operations and the restrictions imposed in response by national governments, especially since March 2020, have generated, significant

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

changes in market dynamics both in the off-trade sales channel, composed of supermarkets, and in the on-trade channel, which is composed of bars and restaurants. In countries with higher levels of income, more mature beer markets and a greater weighting towards the off-trade sales channel, such as Canada, the negative impact on the sales volume has been smaller. On the other hand, in countries with lower income levels and less mature beer markets, volume has been impacted according to the market segmentation between the on-trade and off-trade channels. In those cases, the reduction in volume is higher depending on the weighting of the on-trade channel. In all the cases, the more severe the restrictions on the sale and consumption of our products, the greater the reduction in volume, which is why Bolivia and Panama were among the worst-affected countries. On the other hand, we observed an increase in sales related to e-commerce in all countries; although this channel represents a small portion of the Company's total volume.

During the second quarter of 2021, the consistency in the implementation of the Company's strategy and the relaxation of restrictions in some regions, led to a gradual increase in volumes across most of our operations, especially in Brazil. However, there is some uncertainty regarding the duration and likelihood of further government interventions or increase in restrictions, as well as the economic effects on financial markets and exchange rates. Those impacts may result in material adverse impacts on our business, liquidity, financial condition, and the outcome of operations, as well as volatility in the trading prices of our shares. However, we are continuing to manage our liquidity and capital resources in a disciplined manner. Management have concluded that there are no substantial doubts regarding the Company's ability to continue as a going concern.

As required by IAS 1 - Presentation of Financial Statements, the Company updated the analysis of the impact of COVID-19, as at June 30, 2021, which mainly involved, (i) a review of the assumptions of the annual impairment test, as described in Note 11 - Goodwill, (ii) an analysis of possible credit losses and inventory obsolescence, (iii) an analysis of the recoverability of deferred taxes, and (iv) the evaluation of the relevant estimates used for the preparation of the interim financial statements, among other analyses.

Any impacts arising from these analyses are reflected in the interim financial statements and Explanatory Notes. In addition, due to the protective actions taken for our staff and the donations made by our community, the Company incurred exceptional expenses of R$76,562, at June 30, 2021, as reported in Note 18 - Exceptional items.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

Share buyback program

The Board of Directors, in a meeting held on March 18, 2021, approved, pursuant to article 30, Paragraph 1st, 'b', of Law 6,404/76 and CVM Instruction 567/15, a share buyback program of shares issued by the Company ('Program') up to the limit of 5,700,000 common shares, with the primary purpose of covering any share delivery requirements contemplated in the Company's share-based compensation plans or to be held in treasury, canceled and/or subsequently transferred. The program will be in effect until September 18, 2022, as detailed in the Notice Regarding the Negotiation of Shares Issued by the Company, together with other information, in the form of Exhibit 30-XXXVI of CVM Instruction No. 480/09 as disclosed at March 18, 2021. The Company has 4,357,308,131 outstanding shares as defined in CVM Instruction 567/15. The acquisition will occur as per a deduction of the capital reserve account recorded in the balance sheet dated as at December 31, 2020. The transaction will be carried out through one or more of the following financial institutions: UBS Brasil Corretora de Câmbio, Títulos e Valores Mobiliários S.A. and Itaú Corretora de Valores S.A..

Renegotiation of Tenedora's shareholders agreement

The Company and E. León Jimenes, S.A. ('ELJ'), as the shareholders of Tenedora CND, S.A. ('Tenedora'), a holding company headquartered in the Dominican Republic, the owner of almost the entire share capital of Cervecería Nacional Dominicana, S.A., on July 2, 2020, signed the second amendment to Tenedora's Shareholders Agreement (the 'Shareholders Agreement'), extending their partnership in the country and postponing the terms of the put and call options defined in the original Agreement. ELJ is currently the owner of 15% of Tenedora's shares, and its put option is now divided into two tranches: (i) Tranche A, corresponding to 12.11% of the shares, exercisable in 2022, 2023 and 2024; and (ii) Tranche B, corresponding to 2.89% of the shares, exercisable starting in 2026. The Company, on the other hand, has a call option over the Tranche A shares exercisable starting in 2021 and of the Tranche B shares to be exercised starting in 2029. Until June 30, 2021, there were no exercises for these options. The details of the assumptions used for this option are described in Note 22 (Item IV (d)).

Distribution agreement Cervecería Chile S.A.

On August 16, 2020, Cervecería Chile S.A., a Chilean subsidiary of the Company, entered into a long-term distribution agreement with Embotelladora Andina S.A., Coca-Cola Embonor S.A. and Embotelladora Iquique S.A. (the 'Distributors'), by which the Distributors were granted the right to sell and distribute certain products within the Company's portfolio, with exclusivity in specific zones and sales channels in Chile.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

Addendum to the agreement with PepsiCo Bolivia

The long-term agreement with PepsiCo, under which the Cervecería Boliviana Nacional, a subsidiary of the Company in Bolivia, has the exclusive right to produce, sell and distribute certain brands from PepsiCo's portfolio in Bolivia, was amended in June 1, 2020, extending the agreement for a further ten years and reflecting certain changes in the trade agreement between the parties.

New acquisitions

On January 22, 2020, the Company, through its subsidiary Labatt Brewing Company Limited, acquired G&W Distilling Inc., a company that produces a portfolio of ready-to-drink alcoholic beverages.

Exchange contracts for future financial flows - Equity Swaps

On May 13, 2020, the Board of Directors of Ambev approved new equity-swap contracts, without impact on the liquidation of the equity-swap contracts still in force over the applicable terms. The settlement of the new approved equity-swap contracts will occur over a maximum term of 18 months from the date of approval, and such contracts may lead to exposure of up to 65 million common shares (all or part of which may be in the form of ADRs), up to a value limit of R$1.0 billion.

On December 9, 2020, the Board of Directors of Ambev approved new equity-swap contracts, without impact on the liquidation, of the equity-swap contracts still in force over the applicable terms. The settlement of the new approved equity-swap contracts will occur over a maximum term of 18 months from the date of approval, and such contracts may lead to exposure of up to 80 million common shares (all or part of which may be in the form of ADRs), up to a value limit of R$1.2 billion, in addition to contracts already executed in the context of the approvals of December 19, 2019 and May 13, 2020, and which have not yet been settled as at the date of approval, may result in an exposure of up to 137,014,453 common shares (some or all of which may be in the form of ADRs).

2. STATEMENT OF COMPLIANCE

The consolidated interim financial statements have been prepared using the going-concern accounting basis and are being presented in accordance with IAS 34 - Interim Financial Reporting as issued by the International Accounting Standards Board ('IASB').

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

The information does not meet all disclosure requirements for the presentation of full annual financial statements and thus should be read in conjunction with the consolidated financial statements prepared in accordance with International Financial Reporting Standards ('IFRS') for the year ended December 31, 2020. To avoid duplication of disclosures which are included in the annual financial statements, the following notes were not subject to full filling:

(a) Summary of significant accounting policies (Note 3);
(b) Trade receivables (Note 20);
(c) Investments securities (Note 16);
(d) Intangibles (Note 15);
(e) Goodwill (Note 14);
(f) Trade payables (Note 26);
(g) Interest-bearing loans and borrowings (Note 23);
(h) Employee benefits (Note 24);
(i) Changes in equity (Note 22);
(j) Additional information on operating expenses by nature (Note 10);
(k) Payroll and related benefits (Note 09);
(l) Contingencies (Note 30);
(m) Group companies (Note 33); and
(n) Insurance (Note 34)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There were no significant changes in the accounting policies and calculation methods used for the interim financial statements as at June 30, 2021 compared to those presented in the financial statements for the years ended December 31, 2020.

(a) Basis of preparation and measurement

The interim financial statements are presented in thousands of Brazilian Reais ('R$'), unless otherwise indicated, rounded to the nearest thousand. The measurement basis used in preparing the interim financial statements is the historical cost, net realizable value, fair value or recoverable amount.

(b) Recently issued IFRS

There were no new standards for the period ended June 30, 2021 for the preparation of these interim financial statements.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

Other Standards, Interpretations and Amendments to Standards

There are no other Standards, Interpretations and/or Amendments to Standards that are not in force and that the Company expects to have a material impact resulting from their application in interim consolidated financial statements on the entity in the current or future reporting periods, or on foreseeable future transactions.

(c) Foreign currency conversion

Exchange rates

The main exchange rates used in the preparation of the Company's interim financial statements are:

Average rate
Closing rate Six-month period ended: Three-month period ended:
Currency Name Country 06/30/2021 12/31/2020 06/30/2021 06/30/2020 03/31/2021 03/31/2020
CAD Canadian Dollar Canada 4.0379 4.0791 4.3400 3.4374 4.2322 3.2047
DOP Dominican Peso Dominican Republic 0.0875 0.0891 0.0938 0.0867 0.0925 0.0797
USD US Dollar Panamá and Cuba (i) 5.0022 5.1967 5.4046 4.6837 5.3822 4.2444
GTQ Quetzal Guatemala 0.6469 0.6700 0.7001 0.6074 0.6956 0.5511
ARS Argentinean Peso Argentina 0.0523 0.0618 0.0605 0.0748 0.0621 0.0699
BOB Bolivian Peso Bolivia 0.7187 0.7467 0.7765 0.6729 0.7733 0.6098
PYG Guarani Paraguay 0.0007 0.0007 0.0008 0.0007 0.0008 0.0007
UYU Uruguayan Peso Uruguay 0.1148 0.1227 0.1253 0.1180 0.1264 0.1117
CLP Chilean Peso Chile 0.0068 0.0073 0.0075 0.0058 0.0075 0.0054
BBD Barbadian Dollar Barbados 2.4659 2.5618 0.4930 2.3089 2.6532 2.0923

(i) The functional currency of Cuba, the Cuban convertible peso ('CUC'), has parity with the US dollar ('USD') in the financial statement date.

4. USE OF ESTIMATES AND JUDGMENTS

The preparation of interim financial statements in compliance with IFRS requires Management to make use of judgments, estimates and assumptions that affect the application of accounting practices and the reported amounts of assets and liabilities, income and expenses. The estimates and assumptions are based on past experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for decision-making regarding judgments regarding the carrying amounts of assets and liabilities that are not readily evident from other sources. The actual results may differ from these estimates.

The estimates and assumptions are reviewed on a regular basis. Changes in accounting estimates may affect the period during which they are realized, or future periods.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

Although each significant accounting policy reflects judgments, assessments or estimates, the Company believes that the following accounting practices reflect the most critical judgments, estimates and assumptions that are important to its business operations and the understanding of its results:

(i) Predecessor basis of accounting;

(ii) Business combinations;

(iii) Impairment;

(iv) Provisions;

(v) Share-based payments;

(vi) Employee benefits;

(vii) Current and deferred tax;

(viii) Joint arrangements;

(ix) Measurement of financial instruments, including derivatives;

(x) Assets and liabilities recognition related to extemporaneous tax credits and debits;

(xi) Accounting and financial reporting in hyperinflationary economies; and

(xii) Leases.

The fair values of acquired identifiable intangibles with indefinite useful lives are based on an assessment of future cash flow. Impairment analyses of goodwill and intangible assets with indefinite useful lives are performed at least annually, or whenever a triggering event occurs, to determine whether the carrying value exceeds the recoverable amount.

The Company uses its judgment to choose between a variety of methods including the net fair value of expenses approach and option valuation models and makes assumptions about the fair value of financial instruments mainly based on the market conditions at each balance sheet date.

Actuarial assumptions regarding future events are used for the calculation of projected pension and other long-term employee benefit expenses and liabilities. These factors include assumptions regarding interest rates, rates of increase in healthcare costs, rates of future compensation increases, turnover rates, and life expectancy. Such estimates are reviewed annually by independent actuaries.

The Company is subject to income tax in numerous jurisdictions. Significant judgment is required to determine the Company's worldwide provision for income tax. There are some transactions and calculations for which the ultimate tax determination is uncertain. Some of the subsidiaries of the Company are involved in tax audits, usually in relation to prior years. These audits are ongoing in various jurisdictions as at the balance sheet date, and by their nature, can take a considerable time to complete.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

To measure the amounts of extemporaneous tax credits arising from lawsuits, the Company evaluates the documents for the period covered by the lawsuit, and applies the guidelines for the final decision, applicable legislation or other elements that enable the amount to be estimated with sufficient reliability.

5. CASH AND CASH EQUIVALENTS
06/30/2021 12/31/2020
Cash 145,070 261,426
Current bank accounts 3,961,930 5,860,939
Short term bank deposits (i) 9,162,346 10,967,970
Cash and cash equivalents 13,269,346 17,090,335
Bank overdrafts (94,065) -
Cash and cash equivalents less bank overdraft 13,175,281 17,090,335

(i) The balance refers mostly to Bank Deposit Certificates - ('CDB'), high liquidity, which are readily convertible into known amounts of cash and which are subject to an insignificant risk of change in value.

The current account balance includes the amount of R$464 million as at June 30, 2021 (R$449 million in 2020) which is held in Cuba and is not freely transferable to the parent company due to remittance restrictions.

6. INVESTMENT SECURITIES
06/30/2021 12/31/2020
Financial assets at fair value through profit or loss 1,245,607 1,700,028
Current investment securities 1,245,607 1,700,028
Investment on debt securities (i) 196,011 213,907
Non-current investment securities 196,011 213,907
Total 1,441,618 1,913,935

(i) The balance refers substantially to Bank Deposit Certificates ('CDBs') which are linked to tax incentives and do not have immediate convertibility into a known amount of cash.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

7. INVENTORY
06/30/2021 12/31/2020
Finished goods 3,995,766 2,575,516
Work in progress 598,477 518,345
Raw materials and consumables 4,119,603 3,513,022
Spare parts and others 748,762 758,809
Prepayments 255,970 381,361
Impairment losses (135,205) (141,148)
9,583,373 7,605,905

Write-offs/losses on inventory recognized in the income statement amounting to R$65,796 in period ended on June 30, 2021 (R$34,330 in the period ended on June 30, 2020).

8. RECOVERABLE TAXES
06/30/2021 12/31/2020
PIS/COFINS exclusion of ICMS (i) 79,389 -
PIS/COFINS 471,733 711,991
ICMS 568,659 563,422
IPI 184,439 177,041
Others 59,132 75,441
Current 1,363,352 1,527,895
PIS/COFINS exclusion of ICMS (i) 6,790,688 5,183,354
ICMS 333,659 266,528
Others 257,453 245,924
Non-current 7,381,800 5,695,806
Total 8,745,152 7,223,701

(i) As detailed in Note 24 - Contingencies, the Company has been recognizing PIS and COFINS credits arising from the exclusion of ICMS from the calculation basis. The corresponding entry for recognition is recorded in the item Recoverable PIS/COFINS - exclusion of ICMS, according to the table above.

9. DEFERRED INCOME TAX AND SOCIAL CONTRIBUTION

Deferred taxes for income tax and social contribution taxes are calculated on temporary differences between the tax bases of these taxes and the accounting calculations of the Company, which include tax losses. The tax rates in Brazil, which are expected to be applicable upon the realization of the deferred taxes, are 25% for income tax and 9% for social contribution. For other regions in which the Company operates, the expected nominal rates are as follow:

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

Central America and the Caribbean from 15% to 27%
Latin America - South (i) from 10% to 35%
Canada 26.5%

(i) Amendments to Argentine tax legislation enacted in June, 2021 and applicable from January, 2021 increased the income tax rate from 30% to 35%.

Deferred tax assets are recognized to the extent that it is probable that future taxable profits are probable, which may be offset against currently recorded temporary differences, with a particular emphasis on tax losses.

The amount of deferred income tax and social contribution by type of temporary difference is detailed as follows:

06/30/2021 12/31/2020
Assets Liabilities Net Assets Liabilities Net
Investment securities 12,360 (2,400) 9,960 10,113 - 10,113
Intangible - (1,408,203) (1,408,203) - (1,253,015) (1,253,015)
Employee benefits 1,100,093 (2,321) 1,097,772 971,180 (3,004) 968,176
Trade payables 3,722,988 (205,277) 3,517,711 3,917,100 (230,244) 3,686,856
Trade receivable 55,525 (4) 55,521 53,066 (4) 53,062
Derivatives 23,831 (128,087) (104,256) 36,331 (118,744) (82,413)
Interest-Bearing Loans and Borrowings - (1,584) (1,584) - (1,805) (1,805)
Inventories 252,860 (62,200) 190,660 288,709 (67,590) 221,119
Property, plant and equipment 540,912 (1,787,155) (1,246,243) 430,760 (1,608,996) (1,178,236)
Withholding tax on undistributed profits and royalties - (1,523,043) (1,523,043) - (1,538,850) (1,538,850)
Investments in joint ventures - (421,589) (421,589) - (421,589) (421,589)
Interest on shareholders' equity 1,031,129 - 1,031,129 - - -
Losses carried forward 1,834,084 - 1,834,084 1,739,680 - 1,739,680
Provisions 641,738 (1,405) 640,333 636,030 (1,266) 634,764
Complement of income tax of foreign subsidiaries due in Brazil - (61,240) (61,240) - - -
Impact of the adoption of IFRS 16 (Leases) 95,043 (1,448) 93,595 124,160 (1,635) 122,525
ICMS on the assessment bases of PIS/COFINS - (2,028,712) (2,028,712) - (1,460,795) (1,460,795)
Other items 120,756 (67,258) 53,498 79,215 (61,361) 17,854
Gross deferred tax assets / (liabilities) 9,431,319 (7,701,926) 1,729,393 8,286,344 (6,768,898) 1,517,446
Netting by taxable entity (4,852,494) 4,852,494 - (3,725,536) 3,725,536 -
Net deferred tax assets / (liabilities) 4,578,825 (2,849,432) 1,729,393 4,560,808 (3,043,362) 1,517,446

The Company only reclassifies the balances of deferred income tax and social contribution assets against liabilities to a net presentation basis when the applicable compensation criteria are met.

The critical estimates of Ambev's Management, as well the main contingencies related to uncertainty about the tax treatment of income, are disclosed in Notes 4 (i) and 24, respectively.

As at June 30, 2021 the deferred tax assets and liabilities related to combined tax losses which are expected to be utilized or settled using temporary differences, as follows:

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

06/30/2021
Deferred taxes not related to tax losses to be realized until 12 months to be realized after 12 months Total
Investment securities - 9,960 9,960
Intangible (1,393) (1,406,810) (1,408,203)
Employee benefits 160,669 937,103 1,097,772
Trade payables (192,155) 3,709,866 3,517,711
Trade receivable 44,511 11,010 55,521
Derivatives (94,410) (9,846) (104,256)
Interest-bearing loans and borrowings (1,584) - (1,584)
Inventories 209,488 (18,828) 190,660
Property, plant and equipment (56,267) (1,189,976) (1,246,243)
Withholding tax on undistributed profits and royalties (137,564) (1,385,479) (1,523,043)
Investments in joint ventures - (421,589) (421,589)
Interest on shareholders' equity 1,031,129 - 1,031,129
Provisions 348,890 291,443 640,333
Complement of income tax of foreign subsidiaries due in Brazil (61,240) - (61,240)
Impact of the adoption of IFRS 16 (Leases) (638) 94,233 93,595
ICMS on the assessment bases of PIS/COFINS - (2,028,712) (2,028,712)
Other items 45,157 8,341 53,498
Total 1,294,593 (1,399,284) (104,691)

The majority of tax losses and negative social contribution bases on which deferred income tax and social contribution were calculated do not have a statute of limitations. The use of credits related to tax losses is based on the projected future existence of taxable profits, limited to 30% of taxable income for the year, according to the actual figures for prior years, and the projections of the Company's business in the economies in which it is located, and thus is in compliance with the applicable fiscal and accounting rules.

Deferred tax related to tax losses 06/30/2021
2021 610,005
2022 430,569
2023 154,083
2024 263,964
2025 95,092
2026 to 2028 236,667
2029 to 2030 (i) 43,704
Total 1,834,084

(i) There is no expectation of realization beyond a term of ten years.

As at June 30, 2021, the tax credits related to tax losses in the amount of R$904,236 (R$969,966 in 2020) were not recorded, as realization is not probable.

A significant portion of the deferred tax assets related to tax losses amount do not have any limits on carrying forward or utilization, and the tax losses carried forward in relation to credit are equivalent to R$3,616,855 at June 30, 2021 (R$3,879,773 in December 31, 2020).

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

The net change in deferred income tax and social contribution is detailed as follows:

At December 31, 2020 1,517,446
Recognition of actuarial gains/(losses) 25
Investment hedge - put option granted on subsidiaries (147,967)
Cash flow hedge - gains/(losses) (171,218)
Gains/(losses) on translation of other foreign operations (18,629)
Recognized in other comprehensive income (337,789)
Recognized in the income statement 446,240
Changes directly in the balance sheet 103,496
Recognized in deferred tax (133,939)
Effect of application of IAS 29 (hyperinflation) (133,939)
Recognized in other group of balance sheet 237,435
At June 30, 2021 1,729,393
10. PROPERTY, PLANT AND EQUIPMENT
06/30/2021 12/31/2020
Property, plant and equipment 23,412,426 22,852,861
Right of use assets 2,289,552 1,915,494
25,701,978 24,768,355

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

Land and buildings Plant and equipment Fixtures and fittings Under construction Total
Acquisition cost
At December 31, 2019 10,886,903 29,676,067 6,367,458 2,184,297 49,114,725
Effects of movements in foreign exchange in the balance sheet 724,849 1,811,929 392,109 173,154 3,102,041
Effects of application of IAS 29 (hyperinflation) 310,492 1,160,364 291,754 130,284 1,892,894
Acquisition through business combinations 4,009 9,841 1,716 - 15,566
Acquisitions 17,203 514,754 74,318 3,815,601 4,421,876
Disposals and write-offs (23,714) (1,422,230) (247,003) 153 (1,692,794)
Transfers to other asset categories 465,366 2,286,586 338,800 (3,472,946) (382,194)
At December 31, 2020 12,385,108 34,037,311 7,219,152 2,830,543 56,472,114
Effects of movements in foreign exchange in the balance sheet (312,221) (971,933) (257,860) (64,844) (1,606,858)
Effects of application of IAS 29 (hyperinflation) 276,844 68,592 (141,619) 73,572 277,389
Acquisitions 7,425 470,344 608 2,417,370 2,895,747
Disposals and write-offs (857) (539,607) (51,990) (27) (592,481)
Transfers to other asset categories 306,769 1,029,314 197,147 (1,663,707) (130,477)
At June 30, 2021 12,663,068 34,094,021 6,965,438 3,592,907 57,315,434
Land and buildings Plant and equipment Fixtures and fittings Under construction Total
Depreciation
At December 31, 2019 (3,400,533) (20,381,204) (4,785,318) - (28,567,055)
Effects of movements in foreign exchange in the balance sheet (174,260) (1,205,742) (278,491) - (1,658,493)
Effects of application of IAS 29 (hyperinflation) (51,432) (670,356) (299,978) - (1,021,766)
Depreciation (401,768) (2,795,364) (699,221) - (3,896,353)
Disposals and write-offs 7,825 1,409,014 245,876 - 1,662,715
Transfers to other asset categories 29,822 (3,578) 22,026 - 48,270
Others (3,092) (183,195) (284) - (186,571)
At December 31, 2020 (3,993,438) (23,830,425) (5,795,390) - (33,619,253)
Effects of movements in foreign exchange in the balance sheet 62,273 703,956 224,333 - 990,562
Effects of application of IAS 29 (hyperinflation) (46,091) 242,820 178,788 - 375,517
Depreciation (202,368) (1,488,337) (311,981) - (2,002,686)
Disposals and write-offs 138 522,524 50,875 - 573,537
Transfers to other asset categories (4,576) (88,147) 569 - (92,154)
Others (1,872) (123,406) (3,253) - (128,531)
At June 30, 2021 (4,185,934) (24,061,015) (5,656,059) - (33,903,008)
Carrying amount:
At December 31, 2020 8,391,670 10,206,886 1,423,762 2,830,543 22,852,861
At June 30, 2021 8,477,134 10,033,006 1,309,379 3,592,907 23,412,426

The balances of capitalized interests and fixed assets provided as security are not material.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

Right-of-use asset:

Buildings Machinery and equipment Others Total
Acquisition cost
At December 31, 2019 (i) 1,339,771 1,865,109 156,221 3,361,101
Effects of movements in foreign exchange in the balance sheet 131,765 8,215 9,284 149,264
Additions 321,794 32,566 12,243 366,603
Transfers from (to) other asset categories (1,812) - (2,207) (4,019)
At December 31, 2020 1,791,518 1,905,890 175,541 3,872,949
Effects of movements in foreign exchange in the balance sheet (14,960) (650) (915) (16,525)
Additions 218,412 459,524 - 677,936
Write-offs (5,461) (614,325) (98,140) (717,926)
Transfers from (to) other asset categories (9,512) (2,374) (410) (12,296)
At June 30, 2021 1,979,997 1,748,065 76,076 3,804,138
Buildings Machinery and equipment Others Total
Depreciation
At December 31, 2019 (494,488) (756,906) (81,078) (1,332,472)
Effects of movements in foreign exchange in the balance sheet (40,931) (4,482) (3,855) (49,268)
Depreciation (280,672) (256,519) (43,416) (580,607)
Transfers (from) to other asset categories 3,217 - 1,675 4,892
At December 31, 2020 (812,874) (1,017,907) (126,674) (1,957,455)
Effects of movements in foreign exchange in the balance sheet 9,645 525 (132) 10,038
Depreciation (124,008) (151,909) (16,156) (292,073)
Write-offs 5,461 614,325 93,288 713,074
Transfers (from) to other asset categories (5,226) 4,995 12,061 11,830
At June 30, 2021 (927,002) (549,971) (37,613) (1,514,586)
Carrying amount:
At December 31, 2020 978,644 887,983 48,867 1,915,494
At June 30, 2021 1,052,995 1,198,094 38,463 2,289,552

(i) Adjusted balances for comparative purposes.

Term contracts and discount rate

The Company estimated discount rates, based on risk-free interest rates observed in the Brazilian market, for the terms of its contracts, adjusted to their reality (credit spread). Spreads were obtained with financial institutions. The following table shows the rates applied:

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

Rate %
Lease Term 06/30/2021 12/31/2020
2021-2025 10.72% 10.54%
2026-2030 7.28% 8.19%
2031-2035 11.48% 10.97%
11. GOODWILL
06/30/2021 12/31/2020
Balance at the end of the previous year 40,023,457 35,009,909
Effects of movements in foreign exchange in the balance sheet (712,103) 4,006,854
Effect of application of IAS 29 (hyperinflation) 556,739 605,432
Acquisitions, (write-offs) and disposal through business combinations 15,738 401,262
Balance at the end of the year 39,883,831 40,023,457

The carrying amount of goodwill was allocated to the different CGUs as follows:

Functional currency 06/30/2021 12/31/2020
Brazil BRL 17,696,645 17,696,645
Goodwill 102,939,278 102,939,278
Non-controlling transactions (i) (85,242,633) (85,242,633)
CAC:
Dominican Republic DOP 4,007,469 4,080,709
Panama PAB 1,738,858 1,806,467
Latin America - South:
Argentina ARS 2,615,951 2,415,231
Bolivia BOB 1,769,398 1,838,188
Chile CLP 59,470 63,904
Paraguay PYG 994,835 998,888
Uruguay UYU 170,240 182,023
Canada CAD 10,830,965 10,941,402
39,883,831 40,023,457

(i) This refers to the shareholding exchange transaction in 2013 as a result of the adoption of the predecessor basis of accounting.

Impairment testing

The impairment test was updated to the base date of June 30, 2021 considering the most accurate estimates calculated by management. For the second year of the model, we used the assumptions that were already considered for the projection of the other years, considering that they are still valid. The conclusion of the revaluation is that there were no indications of impairment until June 30, 2021.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

12. INTEREST-BEARING LOANS AND BORROWING
06/30/2021 12/31/2020
Secured bank loans (i) 140,549 1,940,773
Unsecured bank loans (i) 1,691 246,744
Debentures and unsecured bond issues 109,516 108,548
Other unsecured loans 33,878 36,702
Lease liabilities 569,124 406,006
Current liabilities 854,758 2,738,773
Secured bank loans 195,833 238,369
Unsecured bank loans - 1,074
Other unsecured loans 105,973 98,950
Lease liabilities 1,834,031 1,715,062
Non-current liabilities 2,135,837 2,053,455

(i) In the second quarter Ambev approved new loans for working capital financing.

Additional information regarding the exposure of the Company to interest rate, foreign currency risk and debt repayment schedule are disclosed in Note 22 - Financial instruments and risks.

Contractual clauses (Covenants)

As at June 30, 2021, the Company's loans had equal rights to payment without subordination clauses. For the credit lines due to FINAME contracted by the Company with Banco Nacional de Desenvolvimento Econômico e Social ('BNDES'), the assets acquired using the credit granted were placed as collateral. Other loans and financing contracted by the Company require only personal guarantees as collateral, or are unsecured. Most loan contracts contain contractual covenants, including: financial covenants, including limitations on new indebtedness; going-concern basis; maintenance, in use or in good condition for the business, of the Company's assets; restrictions on acquisitions, mergers, sales or disposals of its assets; disclosure of financial statements and the balance sheet; no prohibitions related to new guarantees for loans contracted, except if: (i) expressly authorized under the agreement; (ii) new loans contracted from financial institutions linked to the Brazilian government including BNDES or foreign governments; or foreign governments, multilateral financial institutions (e.g. the World Bank) or in jurisdictions in which the Company operates.

Additionally, all agreements with BNDES are subject to certain 'provisions applicable to agreements entered into with BNDES' ('Provisions'). Such Provisions require the borrower, to obtain prior consent from BNDES if they, for instance, wish to: (i) raise new loans (except for the loans described in the Provisions); (ii) give preference and/or

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

priority to other debts; and/or (iii) dispose of or encumber any items of their fixed assets (except as provided for within the Provisions).

These clauses are applicable from the date of execution and effectiveness of each contract, to the extent that the events mentioned in the contract occur. Depending on the materiality of each event and its potential adverse effects on the Company and /or its subsidiaries or the rights of its creditors, contractual penalties may be applied, including the early maturity of the respective contract. In certain contracts, in the event of occurrence of any of the events set out in the restrictive clauses, the Company may be granted a grace period to resolve any contractual defaults, in order to avoid any penalties resulting from the breach of its obligations.

As at June 30, 2021, the Company was in compliance with all of its contractual obligations for its loans and financing.

13. PROVISIONS

(a) Provision changes

Balance as at December 31, 2019 Effect of changes in foreign exchange rates Additions Provisions used Provisions reversed Balance as at December 31, 2020
Provision for disputes and litigations
Taxes on sales 182,339 204 49,303 (17,178) (30,472) 184,196
Labor 120,127 (133) 173,969 (142,187) (21,934) 129,842
Civil 64,023 (788) 167,280 (132,175) (11,484) 86,856
Other taxes 105,907 991 58,158 (8,045) (399) 156,612
Total provision for disputes and litigations 472,396 274 448,710 (299,585) (64,289) 557,506
Restructuring 8,609 2,918 7,128 - (4,163) 14,492
Total provisions 481,005 3,192 455,838 (299,585) (68,452) 571,998

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

Balance as at December 31, 2020 Effect of changes in foreign exchange rates Additions Provisions used Provisions reversed Balance as at June 30, 2021
Provision for disputes and litigations
Taxes on sales 184,196 1 102,860 (50,706) (91,185) 145,166
Labor 129,842 (1,667) 78,046 (68,510) (8,892) 128,819
Civil 86,856 (5,466) 83,345 (7,641) (9,965) 147,129
Other taxes 156,612 (3,438) 9,717 (8,279) (1,076) 153,536
Total provision for disputes and litigations 557,506 (10,570) 273,968 (135,136) (111,118) 574,650
Restructuring 14,492 63 - (2,951) - 11,604
Total provisions 571,998 (10,507) 273,968 (138,087) (111,118) 586,254
(b) Expected settlement
06/30/2021
Current Non-current
Provision for disputes and litigations
Taxes on sales 52,888 92,278
Labor 39,774 89,045
Civil 45,114 102,015
Other taxes 27,520 126,016
Total provision for disputes and litigations 165,296 409,354
Restructuring 8,270 3,334
Total provisions 173,566 412,688

The expected settlement of provisions was based on management's best estimate at the balance sheet date.

(c) Main lawsuits with a probable likelihood of loss:

(c.1) Sales taxes

In Brazil, the Company and its subsidiaries are parties to various administrative and judicial proceedings related to ICMS, IPI, PIS and COFINS taxes. Such proceedings include, among others, tax offsetting, credits and judicial injunctions exempting the Company from the payment of the respective taxes.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

(c.2) Labor

The Company and its subsidiaries are parties to labor proceedings with former employees or former employees of service providers. The main issues involve overtime and related effects and respective charges.

(c.3) Civil

The Company is involved in civil lawsuits considered as representing a probable likelihood of loss. The most relevant portion of these lawsuits refers to former distributors, mainly in Brazil, mostly claiming damages resulting from the termination of their contracts.

The processes representing possible probabilities are disclosed in Note 24 - Contingencies.

14. CHANGES IN EQUITY

(a) Capital stock

06/30/2021 06/30/2020
Thousands of common shares Thousands of Real Thousands of common shares Thousands of Real
Beginning balance 15,735,118 57,899,073 15,733,575 57,866,759
Capital increase (i) 6,337 107,223 1,543 32,314
Final balance (ii) 15,741,455 58,006,296 15,735,118 57,899,073

(i) Capital increase related to the issue of shares.

(ii) The capital stock is fully subscribed and paid up.

(b) Capital reserves

Capital Reserves
Treasury shares Share Premium Other capital reserves Share-based Payments Total
At January 1, 2020 (955,135) 53,662,811 700,898 1,402,888 54,811,462
Capital Increase - - - (32,314) (32,314)
Purchases of shares and results from treasury shares (2,259) - - - (2,259)
Share-based payments - - - 100,222 100,222
At June 30, 2020 (957,394) 53,662,811 700,898 1,470,796 54,877,111

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

Capital Reserves
Treasury shares Share Premium Other capital reserves Share-based Payments Total
At January 1, 2021 (941,637) 53,662,811 700,898 1,563,439 54,985,511
Capital Increase (29,471) - - (74,333) (103,804)
Purchases of shares and results from treasury shares (41,527) - - - (41,527)
Share-based payments - - - 193,016 193,016
At June 30, 2021 (1,012,635) 53,662,811 700,898 1,682,122 55,033,196

(b.1) Purchase of shares and result of treasury shares

Treasury shares represent the Company's own issued shares reacquired by the Company, and the results of treasury shares related to gains and losses on share-based payment transactions and others.

The changes in treasury shares are as follow:

Acquisition /realization of shares Result on Treasury Shares Total Treasury Shares
Thousands of shares Thousands of Brazilian Reais Thousands of shares Thousands of Brazilian Reais
At January 1, 2020 3,622 (68,017) (887,118) (955,135)
Changes during the year (1,582) 30,850 (33,109) (2,259)
At June 30, 2020 2,040 (37,167) (920,227) (957,394)
Acquisition /realization of shares Result on Treasury Shares Total Treasury Shares
Thousands of shares Thousands of Brazilian Reais Thousands of shares Thousands of Brazilian Reais
At January 1, 2021 203 (3,045) (938,592) (941,637)
Changes during the year 4,091 (70,310) (688) (70,998)
At June 30, 2021 4,294 (73,355) (939,280) (1,012,635)

(b.2) Share premium

The share premium refers to the difference between the subscription price that the shareholders paid for the shares and their nominal value. Since this is a capital reserve, it can only be used to increase capital, offset losses, or redeem, re-emburse or repurchase shares.

(b.3) Share-based payment

Different share-based payment programs and stock purchase option plans allow the senior management from Ambev's economic group to acquire shares in the Company.

The share-based payment reserve recorded a charge of R$199,518 on June 30, 2021 (R$103,954 at June 30, 2020) (Note 21 - Share-based payments).

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

(c) Net income reserves

Net income reserves
Investments reserve Statutory reserve Fiscal incentive Total
At January 1, 2020 10,798,106 4,456 10,071,706 20,874,268
At June 30, 2020 10,798,106 4,456 10,071,706 20,874,268
Net income reserves
Investments reserve Statutory reserve Fiscal incentive Total
At January 1, 2021 14,511,147 4,456 11,404,458 25,920,061
At June 30, 2021 14,511,147 4,456 11,404,458 25,920,061

There was no change in net income reserves in the second quarter of 2020 and 2021.

(c.1) Investments reserve

From the net income after applicable deductions, there will be a target allocation of no more than 60% of the adjusted net profit to the investment reserve, to be used to support future investments.

(c.2) Statutory reserve

From the net income, 5% will be applied before any other allocation, to the statutory reserve, which cannot exceed 20% of the capital stock. The Company is not required to supplement the statutory reserve for the year when the balance of this reserve, plus the amount of the capital reserves, exceeds 30% of the capital stock.

(c.3) Tax incentives

The Company has tax incentives under certain state and federal industrial development programs in the form of financing, the deferred payment of taxes or partial reductions in the amount due. These programs aim to generate employment, promote regional decentralization, complement and diversify the industrial base of the States. In these states, the grace periods, use and reductions are set out under the tax law.

The portion of income for the period related to tax incentives, which will be allocated to the profit reserve at the end of the fiscal year and therefore was not being used as a basis for dividend distribution, was composed of:

06/30/2021 06/30/2020
ICMS (brazilian state value-added tax) 806,625 754,360
Income tax 80,868 31,309
887,493 785,669

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

(c.4) Interest on shareholders' equity / Dividends

Brazilian companies are permitted to distribute the interest attributed to shareholders' equity calculated based on the long-term interest rate ('TJLP'), with such interest being tax-deductible, in accordance with the applicable law and, when distributed, may be considered part of the minimum mandatory dividends.

As determined by its by-laws, the Company is required to distribute to its shareholders, as a minimum mandatory dividend in respect of each fiscal year ending December 31, an amount of not less than 40% of its net income determined under Brazilian law, adjusted in accordance with the applicable law, unless the payment of such amount would be incompatible with Ambev's financial situation. The minimum mandatory dividend includes amounts paid as interest on shareholders' equity.

There was no payment of dividends or interest on shareholders' equity in the six-month period ended June 30, 2020 and June 30, 2021.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

(d) Carrying value adjustments

Carrying value adjustments
Translation reserves Cash flow hedge Actuarial gains/ (losses) Options granted on subsidiaries Gains/(losses) of non-controlling interest's share Business combination Accounting adjustments for transactions between shareholders Total
At January 1, 2020 3,583,386 644,965 (1,220,882) (120,083) 84,434 156,091 (75,402,375) (72,274,464)
Comprehensive income:
Gains/(losses) on the translation of foreign operations 9,145,108 - - - - - - 9,145,108
Cash flow hedges - 493,454 - - - - - 493,454
Actuarial gains/(losses) - - (3,665) - - - - (3,665)
Total Comprehensive income 9,145,108 493,454 (3,665) - - - - 9,634,897
Options granted on subsidiaries - - - (4,700) - - - (4,700)
Gains/(losses) of controlling interest - - - - (510) - - (510)
Tax on deemed dividends - - - - (7,570) - - (7,570)
At June 30, 2020 12,728,494 1,138,419 (1,224,547) (124,783) 76,354 156,091 (75,402,375) (62,652,347)
Carrying value adjustments
Translation reserves Cash flow hedge Actuarial gains/ (losses) Options granted on subsidiaries Gains/(losses) of non-controlling interest's share Business combination Accounting adjustments for transactions between shareholders Total
At January 1, 2021 11,076,439 744,441 (1,473,230) (4,783) (73,777) 156,091 (75,414,198) (64,989,017)
Comprehensive income:
Gains/(losses) on the translation of foreign operations (1,378,650) - - - - - - (1,378,650)
Cash flow hedges - (150,283) - - - - - (150,283)
Actuarial gains/(losses) - - (57,889) - - - - (57,889)
Total Comprehensive income (1,378,650) (150,283) (57,889) - - - - (1,586,822)
Gains/(losses) of controlling interest - - - - (46,870) - - (46,870)
At June 30, 2021 9,697,789 594,158 (1,531,119) (4,783) (120,647) 156,091 (75,414,198) (66,622,709)

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

(d.1) Translation reserves

The translation reserves comprise all foreign currency exchange differences arising from the translation of the financial statements with a functional currency different to the Real.

The translation reserves also comprise the portion of the gain or loss on the foreign currency liabilities and on the derivative financial instruments determined to be effective net investment hedges.

(d.2) Cash flow hedge reserves

The hedging reserves represent the effective portion of the cumulative net change in the fair value of cash flow hedges to the extent that the hedged risk has not yet impacted profit or loss (for additional information, see Note 22 - Financial instruments and risks).

(d.3) Actuarial gains and losses

Actuarial gains and losses include expectations regarding future pension plan obligations. Consequently, the results of actuarial gains and losses are recognized on a timely basis considering the best estimates available to Management. Accordingly, the Company recognizes the results of these estimated actuarial gains and losses, on a monthly basis, based on the expectations presented in the independent actuarial report.

In March, 2021, an actuarial loss of R$56,940 arising from deficit on the defined benefits plan was fully recorded under actuarial gains and losses as a counterpart to the balance receivable originally recorded. There were no actuarial gains or losses arising from surplus or deficit in 2020.

(d.4) Accounting adjustments for transactions between shareholders

As determined by IFRS 10, any difference between the amount paid (fair value) for the acquisition of a non-controlling interest and the carrying amount of such non-controlling interest shall be recognized directly in the controlling shareholders' equity. The acquisition of the non-controlling interest related to Former Ambev, the abovementioned adjustment was recognized in Carrying value adjustments when applicable.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

15. SEGMENT REPORTING
(a) Reportable segments - six-month period ended in:
Brazil CAC (i) Latin America - South (ii) Canada Consolidated
06/30/2021 06/30/2020 06/30/2021 06/30/2020 06/30/2021 06/30/2020 06/30/2021 06/30/2020 06/30/2021 06/30/2020
Net sales 15,748,746 12,379,805 4,621,033 2,811,859 6,736,542 4,983,806 5,244,581 4,042,457 32,350,902 24,217,927
Cost of sales (8,083,059) (5,931,332) (2,186,611) (1,338,242) (3,484,972) (2,534,270) (2,155,957) (1,641,222) (15,910,599) (11,445,066)
Gross profit 7,665,687 6,448,473 2,434,422 1,473,617 3,251,570 2,449,536 3,088,624 2,401,235 16,440,303 12,772,861
Distribution expenses (2,330,814) (1,949,444) (425,989) (302,141) (799,200) (682,153) (934,363) (760,694) (4,490,366) (3,694,432)
Sales and marketing expenses (1,555,573) (1,543,734) (317,114) (250,157) (646,103) (584,564) (574,355) (484,229) (3,093,145) (2,862,684)
Administrative expenses (1,449,751) (785,112) (267,483) (126,928) (379,808) (250,838) (279,903) (184,500) (2,376,945) (1,347,378)
Other operating income/(expenses) 1,581,520 303,352 4,018 (13,096) (5,920) (25,570) (6,728) (28,510) 1,572,890 236,176
Exceptional items (61,048) (48,282) (29,056) (26,779) (61,698) (37,843) (5,273) (39,090) (157,075) (151,994)
Income from operations (EBIT) 3,850,021 2,425,253 1,398,798 754,516 1,358,841 868,568 1,288,002 904,212 7,895,662 4,952,549
Net finance costs (181,418) (1,539,490) (131,540) 72,796 (982,543) (834,658) (46,097) (29,250) (1,341,598) (2,330,602)
Share of results of joint ventures (697) (2,877) (5,011) (6,063) - - (15,863) (13,914) (21,571) (22,854)
Income before income tax 3,667,906 882,886 1,262,247 821,249 376,298 33,910 1,226,042 861,048 6,532,493 2,599,093
Income tax expense 277,541 460,815 (505,836) (229,503) (216,218) (5,974) (425,088) (341,863) (869,601) (116,525)
Net income 3,945,447 1,343,701 756,411 591,746 160,080 27,936 800,954 519,185 5,662,892 2,482,568
Normalized EBITDA 5,328,474 3,905,477 1,768,445 1,076,435 1,958,260 1,445,652 1,561,236 1,153,189 10,616,415 7,580,753
Exceptional items (61,048) (48,282) (29,056) (26,779) (61,698) (37,843) (5,273) (39,090) (157,075) (151,994)
Depreciation. amortization and impairment (1,417,405) (1,431,942) (340,591) (295,140) (537,721) (539,241) (267,961) (209,887) (2,563,678) (2,476,210)
Net finance costs (181,418) (1,539,490) (131,540) 72,796 (982,543) (834,658) (46,097) (29,250) (1,341,598) (2,330,602)
Share of results of joint ventures (697) (2,877) (5,011) (6,063) - - (15,863) (13,914) (21,571) (22,854)
Income tax expense 277,541 460,815 (505,836) (229,503) (216,218) (5,974) (425,088) (341,863) (869,601) (116,525)
Net income 3,945,447 1,343,701 756,411 591,746 160,080 27,936 800,954 519,185 5,662,892 2,482,568
Normalized EBITDA margin as a % 33.8% 31.5% 38.3% 38.3% 29.1% 29.0% 29.8% 28.5% 32.8% 31.3%
Acquisition of property, plant and equipment 2,037,912 1,658,749 310,519 200,519 429,960 166,270 188,680 127,914 2,967,071 2,153,452

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

(continued)

Brazil CAC (i) Latin America - South (ii) Canada Consolidated
06/30/2021 12/31/2020 06/30/2021 12/31/2020 06/30/2021 12/31/2020 06/30/2021 12/31/2020 06/30/2021 12/31/2020
Segment assets 52,225,526 48,970,286 13,462,427 13,521,469 17,351,506 17,211,235 16,972,308 16,487,918 100,011,767 96,190,908
Intersegment elimination (2,154,737) (2,187,599)
Non-segmented assets 26,583,105 31,193,270
Total assets 124,440,135 125,196,579
Segment liabilities 21,729,401 25,032,608 4,290,856 4,114,212 4,767,777 5,156,535 5,935,439 6,256,608 36,723,473 40,559,963
Intersegment elimination (2,154,817) (2,187,353)
Non-segmented liabilities 89,871,479 86,823,969
Total liabilities 124,440,135 125,196,579

(i) CAC: includes the Dominican Republic, Panama, Guatemala, Cuba, Barbados, Saint Vincent, Dominica, Nicaragua, Honduras and Antigua.

(ii) Latin America - South: includes operations in Argentina, Bolivia, Chile, Paraguay and Uruguay.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

(b) Reportable segments - three-month periods ended in:
Brazil CAC (i) Latin America - South (ii) Canada Consolidated
06/30/2021 06/30/2020 06/30/2021 06/30/2020 06/30/2021 06/30/2020 06/30/2021 06/30/2020 06/30/2021 06/30/2020
Net sales 7,523,452 5,854,660 2,461,526 1,387,433 2,544,018 1,863,625 3,182,145 2,509,612 15,711,141 11,615,330
Cost of sales (4,101,576) (2,981,260) (1,171,168) (659,876) (1,381,244) (1,119,650) (1,311,281) (1,041,091) (7,965,269) (5,801,877)
Gross profit 3,421,876 2,873,400 1,290,358 727,557 1,162,774 743,975 1,870,864 1,468,521 7,745,872 5,813,453
Distribution expenses (1,261,702) (931,439) (216,448) (148,173) (329,279) (315,907) (553,344) (447,600) (2,360,773) (1,843,119)
Sales and marketing expenses (846,167) (716,108) (156,437) (99,222) (320,339) (261,175) (325,162) (230,640) (1,648,105) (1,307,145)
Administrative expenses (660,365) (378,505) (157,124) (75,738) (178,254) (130,042) (147,143) (97,747) (1,142,886) (682,032)
Other operating income/(expenses) 1,389,940 140,884 3,983 (18,416) (1,247) (42,220) 2,274 (15,341) 1,394,950 64,907
Exceptional items (42,287) (35,895) (12,189) (22,998) (26,396) (32,910) (4,778) (36,116) (85,650) (127,919)
Income from operations (EBIT) 2,001,295 952,337 752,143 363,010 307,259 (38,279) 842,711 641,077 3,903,408 1,918,145
Net finance costs 208,704 (470,459) (81,847) (48,786) (394,810) (276,103) (9,345) 1,613 (277,298) (793,735)
Share of results of joint ventures 903 (1,217) (1,729) (6,275) - - (8,199) (8,745) (9,025) (16,237)
Income before income tax 2,210,902 480,661 668,567 307,949 (87,551) (314,382) 825,167 633,945 3,617,085 1,108,173
Income tax expense 14,918 404,815 (315,716) (109,781) (121,353) 100,348 (265,353) (232,239) (687,504) 163,143
Net income 2,225,820 885,476 352,851 198,168 (208,904) (214,034) 559,814 401,706 2,929,581 1,271,316
Normalized EBITDA 2,769,487 1,727,460 929,141 553,328 587,469 276,674 1,003,109 790,800 5,289,206 3,348,262
Exceptional items (42,287) (35,895) (12,189) (22,998) (26,396) (32,910) (4,778) (36,116) (85,650) (127,919)
Depreciation. amortization and impairment (725,905) (739,228) (164,809) (167,320) (253,814) (282,043) (155,620) (113,607) (1,300,148) (1,302,198)
Net finance costs 208,704 (470,459) (81,847) (48,786) (394,810) (276,103) (9,345) 1,613 (277,298) (793,735)
Share of results of joint ventures 903 (1,217) (1,729) (6,275) - - (8,199) (8,745) (9,025) (16,237)
Income tax expense 14,918 404,815 (315,716) (109,781) (121,353) 100,348 (265,353) (232,239) (687,504) 163,143
Net income 2,225,820 885,476 352,851 198,168 (208,904) (214,034) 559,814 401,706 2,929,581 1,271,316
Normalized EBITDA margin as a % 36.8% 29.5% 37.7% 39.9% 23.1% 14.8% 31.5% 31.5% 33.7% 28.8%

(i) CAC: includes the Dominican Republic, Panama, Guatemala, Cuba, Barbados, Saint Vincent, Dominica, Nicaragua, Honduras and Antigua.

(ii) Latin America - South: includes operations in Argentina, Bolivia, Chile, Paraguay and Uruguay.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

(c)Additional information - by business unit:

Six-month period ended: Three-month period ended:
Brazil Brazil
Beer Soft drink and
Non-alcoholic and
non-carbonated
Total Beer Soft drink and
Non-alcoholic and
non-carbonated
Total
06/30/2021 06/30/2020 06/30/2021 06/30/2020 06/30/2021 06/30/2020 06/30/2021 06/30/2020 06/30/2021 06/30/2020 06/30/2021 06/30/2020
Net sales 13,574,074 10,583,210 2,174,672 1,796,595 15,748,746 12,379,805 6,449,262 5,128,583 1,074,190 726,077 7,523,452 5,854,660
Cost of sales (6,845,050) (4,974,984) (1,238,009) (956,348) (8,083,059) (5,931,332) (3,443,559) (2,573,628) (658,017) (407,632) (4,101,576) (2,981,260)
Gross profit 6,729,024 5,608,226 936,663 840,247 7,665,687 6,448,473 3,005,703 2,554,955 416,173 318,445 3,421,876 2,873,400
Distribution expenses (1,946,099) (1,607,040) (384,715) (342,404) (2,330,814) (1,949,444) (1,054,431) (782,214) (207,271) (149,225) (1,261,702) (931,439)
Sales and marketing expenses (1,407,972) (1,375,608) (147,601) (168,126) (1,555,573) (1,543,734) (766,645) (628,327) (79,522) (87,781) (846,167) (716,108)
Administrative expenses (1,257,123) (663,303) (192,628) (121,809) (1,449,751) (785,112) (577,276) (315,273) (83,089) (63,232) (660,365) (378,505)
Other operating income/(expenses) 1,341,851 248,004 239,669 55,348 1,581,520 303,352 1,189,600 117,151 200,340 23,733 1,389,940 140,884
Exceptional items (60,760) (48,306) (288) 24 (61,048) (48,282) (42,044) (35,919) (243) 24 (42,287) (35,895)
Income from operations (EBIT) 3,398,921 2,161,973 451,100 263,280 3,850,021 2,425,253 1,754,907 910,373 246,388 41,964 2,001,295 952,337
Net finance costs (181,418) (1,539,490) - - (181,418) (1,539,490) 208,704 (470,459) - - 208,704 (470,459)
Share of results of joint ventures (697) (2,877) - - (697) (2,877) 903 (1,217) - - 903 (1,217)
Income before income tax 3,216,806 619,606 451,100 263,280 3,667,906 882,886 1,964,514 438,697 246,388 41,964 2,210,902 480,661
Income tax expense 277,541 460,815 - - 277,541 460,815 14,918 404,815 - - 14,918 404,815
Net income 3,494,347 1,080,421 451,100 263,280 3,945,447 1,343,701 1,979,432 843,512 246,388 41,964 2,225,820 885,476
Normalized EBITDA 4,705,519 3,464,759 622,955 440,718 5,328,474 3,905,477 2,441,611 1,598,509 327,876 128,951 2,769,487 1,727,460
Exceptional items (60,760) (48,306) (288) 24 (61,048) (48,282) (42,044) (35,919) (243) 24 (42,287) (35,895)
Depreciation. amortization and impairment (1,245,838) (1,254,480) (171,567) (177,462) (1,417,405) (1,431,942) (644,660) (652,217) (81,245) (87,011) (725,905) (739,228)
Net finance cost (181,418) (1,539,490) - - (181,418) (1,539,490) 208,704 (470,459) - - 208,704 (470,459)
Share of results of joint ventures (697) (2,877) - - (697) (2,877) 903 (1,217) - - 903 (1,217)
Income tax expense 277,541 460,815 - - 277,541 460,815 14,918 404,815 - - 14,918 404,815
Net income 3,494,347 1,080,421 451,100 263,280 3,945,447 1,343,701 1,979,432 843,512 246,388 41,964 2,225,820 885,476
Normalized EBITDA margin as a % 34.7% 32.7% 28.6% 24.5% 33.8% 31.5% 37.9% 31.2% 30.5% 17.8% 36.8% 29.5%

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

16. NET SALES

Reconciliation between gross sales and net sales:

Six-month period ended: Three-month period ended:
06/30/2021 06/30/2020 06/30/2021 06/30/2020
Gross sales and/or services 47,582,078 35,831,096 23,037,223 17,088,478
Excise duty (9,879,600) (7,644,995) (4,843,404) (3,705,016)
Discounts (5,351,576) (3,968,174) (2,482,678) (1,768,132)
32,350,902 24,217,927 15,711,141 11,615,330
17. OTHER OPERATING INCOME / (EXPENSES)
Six-month period ended: Three-month period ended:
06/30/2021 06/30/2020 06/30/2021 06/30/2020
Government grants/NPV of long-term fiscal incentives 350,209 274,561 178,571 118,005
Extemporaneous credits/(debits) (i) 1,219,175 - 1,219,175 -
(Additions)/reversals of provisions (21,469) (28,249) (12,489) (25,699)
Gains/(losses) on disposals of property, plant and equipment, intangible assets and the operations of associates 11,330 (1,277) (1,337) (17,228)
Other operating income/(expenses), net 13,645 (8,859) 11,030 (10,171)
1,572,890 236,176 1,394,950 64,907

(i) As detailed in Note 24 - Contingencies, the Company has been recognizing PIS and COFINS credits arising from the exclusion of ICMS from its calculation basis, in the item Other operationg income/(expenses), according to the accounting policy adopted in 2020.

Government grants are not recognized until there is reasonable assurance that the Company will meet the respective conditions and that the grants will be received. Government grants are systematically recognized in income during the periods when the Company recognizes as expenses the related costs that the grants are intended to offset.

18. EXCEPTIONAL ITEMS
Six-month period ended: Three-month period ended:
06/30/2021 06/30/2020 06/30/2021 06/30/2020
Costs arising from business combinations - (16,716) - (16,716)
COVID-19 impacts (ii) (76,562) (71,479) (45,511) (61,284)
Restructuring (i) (76,663) (50,035) (37,478) (36,155)
Effect of application of IAS 29 (hyperinflation) (3,850) (461) (2,661) (461)
Recall Stella - (13,303) - (13,303)
(157,075) (151,994) (85,650) (127,919)

(i) The restructuring expenses recognized refer mainly to the realignment of the structures and processes in the Latin America geographical segment, CAC and Brazil.

(ii) COVID-19 expenses refer to (a) additional administrative expenses to ensure the safety of our people (increased frequency of cleaning at our facilities, providing alcohol gel and masks for our employees); (b) donations; (c) Company initiatives providing support for some customer ecosystems which were necessary due to the COVID-19 pandemic.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

19. FINANCE EXPENSES AND INCOME
(a) Finance expenses
Six-month period ended: Three-month period ended:
06/30/2021 06/30/2020 06/30/2021 06/30/2020
Interest expense (638,158) (858,589) (303,569) (432,118)
Capitalized borrowings - (75) - (75)
Net Interest on pension plans (59,375) (54,102) (31,548) (28,539)
Losses on hedging instruments and exclusive investment funds (i) (1,071,076) (1,147,959) (300,212) (202,551)
Interest on provision for disputes and litigation (94,061) (67,881) (76,331) (51,607)
Exchange variations (296,001) (334,501) (117,580) (138,879)
Interest and foreign exchange rate on loans to/from related parties - (18,003) - (9,395)
Financial instruments at fair value through profit or loss - (4,266) - (2,133)
Tax on financial transactions (68,690) (135,527) (57,321) (48,924)
Bank guarantee expenses (87,281) (100,971) (56,367) (65,137)
Other financial results (91,297) (91,110) (18,616) (50,983)
(2,405,939) (2,812,984) (961,544) (1,030,341)

(i) The variation refers, for the most part, to the equity swap, which changes according to the changes in share price.

Interest expenses are presented net of the effects of interest rate derivative financial instruments which mitigate Ambev's interest rate risk (Note 22 - Financial instruments and risks). The interest expenses are as follow:

Six-month period ended: Three-month period ended:
06/30/2021 06/30/2020 06/30/2021 06/30/2020
Financial instruments measured at amortized cost (195,484) (260,171) (4,740) (144,068)
Financial instruments at fair value through profit or loss (442,674) (598,418) (298,829) (288,050)
(638,158) (858,589) (303,569) (432,118)
(b) Finance income
Six-month period ended: Three-month period ended:
06/30/2021 06/30/2020 06/30/2021 06/30/2020
Interest income 627,537 297,404 520,184 149,829
Interest and foreign exchange rate on loans to/from related parties 20,610 - 7,618 -
Other financial results 12,419 20,055 4,462 1,995
660,566 317,459 532,264 151,824
Effect of application of IAS 29 (hyperinflation) 403,775 164,923 151,982 84,782
1,064,341 482,382 684,246 236,606

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

Interest income arises from the following financial assets:

Six-month period ended: Three-month period ended:
06/30/2021 06/30/2020 06/30/2021 06/30/2020
Cash and cash equivalents 100,152 132,733 48,144 48,733
Investment securities held for trading 21,432 445 11,735 321
Other receivables (i) 505,953 164,226 460,305 100,775
627,537 297,404 520,184 149,829

(i) Mainly related to monetary adjustments related to the exclusion of ICMS (VAT tax) from the basis of PIS and COFINS calculation, more details in Note 24 - Contingencies.

20. INCOME TAX AND SOCIAL CONTRIBUTION

Income taxes reported in the income statement are analyzed as follow:

Six-month period ended: Three-month period ended:
06/30/2021 06/30/2020 06/30/2021 06/30/2020
Income tax expense - current (1,315,841) (726,978) (799,849) (431,945)
Deferred tax expense on temporary differences 351,836 269,881 8,297 398,663
Deferred tax over taxes losses carryforwards movements in the current period 94,404 340,572 104,048 196,425
Total deferred tax (expense)/income 446,240 610,453 112,345 595,088
Total income tax expenses (869,601) (116,525) (687,504) 163,143

The reconciliation between the weighted nominal tax rate and the effective tax rate is summarized as follows:

Six-month period ended: Three-month period ended:
06/30/2021 06/30/2020 06/30/2021 06/30/2020
Profit before tax 6,532,493 2,599,093 3,617,085 1,108,173
Adjustment on a taxable basis
Government grants related to sales taxes (806,625) (754,360) (408,146) (349,375)
Share of result of joint ventures 21,571 22,854 9,025 16,237
Non-deductible expenses 42,518 34,081 26,996 22,075
Worldwide Taxation (112,062) (158,837) 21,246 (1,389)
5,677,895 1,742,831 3,266,206 795,721
Aggregated weighted nominal tax rate 28.61% 26.56% 28.93% 23.97%
Taxes payable - nominal rate (1,624,618) (462,917) (944,888) (190,695)
Adjustment on tax expense
Income tax Incentives 80,868 31,309 37,680 16,173
Deductible interest on shareholders' equity 1,031,129 675,345 438,450 533,956
Tax savings from goodwill amortization 38,731 38,731 19,365 19,365
Withholding income tax (312,940) (415,047) (23,944) (173,419)
Recognition/(write-off) of deferred charges on tax losses (1,773) (60,492) 50,588 (14,422)
Effect of application of IAS 29 (hyperinflation) (61,026) (29,552) (46,622) (9,999)
Others with reduced taxation (19,972) 106,098 (218,133) (17,816)
Income tax and social contribution expense (869,601) (116,525) (687,504) 163,143
Effective tax rate 13.31% 4.48% 19.01% -14.72%

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

The main events that impacted the effective tax rate for the period were:

· Government subsidy for sales taxes: for regional incentives, these are related primarily to local production, and, when reinvested, are not subject to income tax and social contribution purposes, which explains the impact on the effective tax rate. The amount above is impacted by fluctuations in the volume, price and any eventual increases in State VAT ('ICMS').
· Complement of income tax on foreign subsidiaries due in Brazil: shows the result of the calculation of universal taxation of profits, according to the regulations of Law 12,973/14.
· Withholding income tax: the amount is mainly related to dividends already distributed and to be distributed by subsidiaries located outside of Brazil, applicable according to local tax legislation. The increase in the amount in 2021 is mainly due to the exchange rate variation of the balances held in liabilities.
· Deductible interest on shareholders' equity: under Brazilian law, companies have an option to remunerate its shareholders' through the payment of Interest on Capital ('IOC'), which is deductible for income tax purposes.
21. SHARE-BASED PAYMENTS

There are different stock option and share-based payment programs which allow the employees and senior management of the Company and its subsidiaries to acquire (through the exercise of stock options) or receive shares in the Company. For all stock option programs, the fair value of the shares is estimated as at the option grant date, using the 'Hull Binomial' pricing model, adjusted to reflect the IFRS 2 requirement that assumptions regarding forfeiture before the end of the vesting period cannot impact the fair value of the option.

This current model of stock options, ruled by the Stock Option Plan of the Company ('Stock Option Plan'), includes two types of grants: (I) Grant 1- the beneficiary, depending on the case, can be allocated 30%, 40%, 60%, 70% or 100% of the amount related to the profit share received by them during the year, to the immediate exercise of options, thus acquiring the corresponding shares of the Company, which are transferred to third parties, or the Company will only be allowed after the five-year period from the option exercise date; and (II) Grant 2 - the beneficiary may exercise the options after a five-year grace period, and for a period of five years.

In addition, the Company has implemented a Share-Based Payment Plan ('Share-Based Plan') under which certain employees and members of the management of the Company or its subsidiaries are eligible to receive shares in the Company including in the form of ADRs. The shares that are subject to the Share-Based Plan are designated as 'restricted shares'.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

Additionally, as a means of creating a long term incentive (wealth incentive) for certain senior employees and members of management, considered as having 'high potential,' the Company grants, under the Share-Based Plan, shares to be delivered in the future divided into two separate lots - Lot A and Lot B, which will be delivered to the participants in the relevant program, subject to maturity periods of five and ten years, respectively.

The weighted average fair value of the options and assumptions used to apply the Company's option pricing model for 2021 and 2020 was as follows:

In R$ 06/30/2021 (i) 12/31/2020 (i)
Fair value of options granted - 4.04
Share price - 18.05
Exercise price - 18.05
Expected volatility - 22.3%
Vesting year - 5
Expected dividends 5% 5%
Risk-free interest rate - (ii) 6.8% (ii)

(i)Information based on weighted average plans granted, except for the expected dividends and risk-free interest rate.

(ii) The percentages include the grants of stock options and ADRs during the period, with the risk-free interest rate of ADRs are calculated in U.S. Dollar.

The total number of outstanding options developed was as follows:

Thousand options 06/30/2021 12/31/2020
Options outstanding at January 1st 127,265 141,736
Options issued during the period - 22
Options exercised during the period (2,250) (5,730)
Options forfeited during the period (3,181) (8,763)
Options outstanding at the end of the period 121,834 127,265

The range of exercise prices of the outstanding options is from R$11.97 (R$11.97 in 2020) to R$46.27 (R$43.95 in 2020) and the weighted average remaining contractual life is approximately 6.45 years (6.43 years in 2020).

Of the 121,834 thousand outstanding options (127,265 thousand in 2020), 49,442 thousand options were vested in 2021 (36,459 thousand in 2020).

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

The weighted average exercise price of the options is as follows:

In R$ per share 06/30/2021 12/31/2020
Options outstanding at January 1st 19.81 18.53
Options issued during the period - 18.05
Options forfeited during the period 18.13 22.96
Options exercised during the period 14.61 8.30
Options outstanding at the end of the period 20.16 19.81
Options exercisable at the end of the period 23.01 23.70

For the options exercised during the period ended June 30, 2021, the weighted average share price as at the exercise date was R$19.10 (R$15.23 in December 31, 2020).

To settle the exercised stock options, the Company may use treasury shares. The current limit on the authorized capital is considered sufficient to meet the Company's obligations under all stock option plans if the issue of new shares is required to meet the grants awarded under the Programs.

During the period, the Company granted 30 thousand deferred shares under the stock option plan (153 thousand deferred shares in 2020) which are valued based on the share price for the trading session immediately prior to the grant, which represents a fair value of R$462 in 2021 (R$2,401 in 2020). Such deferred shares are subject to a grace period of five years from the grant date.

During the period, the Company granted 2,008 thousand restricted shares under the Share-Based Plan (21,066 thousand in 2020), which are valued based on the share price of the trading session immediately prior to the granting of the shares, representing a fair value of approximately R$28,450 in 2021 (R$315,399 in 2020). Such restricted share units are subject to a grace period which can vary from three to five years counted from the grant date.

Stated below is the total number of shares purchased by or granted to employees, as the case may be, under the Stock Option Plan and Share-Based Plan which will be delivered in the future based on the fulfilment of certain conditions (deferred stock and restricted shares):

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

Thousand deferred shares 06/30/2021 12/31/2020
Deferred shares outstanding at January 1st 6,065 7,926
New deferred shares during the period 30 153
Deferred shares granted during the period (4,010) (1,901)
Deferred shares forfeited during the period (41) (113)
Deferred shares outstanding at the end of the period 2,044 6,065
Thousand restricted shares 06/30/2021 12/31/2020
Restricted shares outstanding at January 1st 43,458 23,836
New restricted shares during the period 2,008 21,066
Restricted shares forfeited during the period (1,075) (1,444)
Restricted shares outstanding at the end of the period 44,391 43,458

Additionally, certain employees and managers of the Company received options to acquire AB-Inbev shares, the compensation costs of which are recognized in the income statement against equity.

The transactions with share-based payments described above generated an expense of R$203,290 on June 30, 2021 (R$98,977 on June 30, 2020), recorded as administrative expenses.

22. FINANCIAL INSTRUMENTS AND RISKS

Risk factors

The Company is exposed to foreign currency, interest rate, commodity price, liquidity and credit risk in the ordinary course of its business. The Company analyzes each of these risks both individually and on a consolidated basis, to define strategies to manage the economic impact on risk's performance consistent with its Financial Risk Management Policy (the 'Policy').

The Company's use of derivatives strictly follows the Financial Risk Management Policy approved by the Board of Directors. The policy is intended to provide guidelines for the management of the financial risks inherent to the capital markets in which Ambev operates. The policy includes four main aspects: (i) capital structure; financing and liquidity; (ii) transactional risks related to the business; (iii) financial statement translation risk; and (iv) credit risks of financial counterparties.

The policy establishes that all the financial assets and liabilities in each country in which Ambev operates must be denominated in their respective local currencies. The policy also sets out the procedures and controls required to identify, measure and minimize market risks, such as variations in foreign exchange rates, interest rates and commodities (mainly aluminum, wheat, corn and sugar) that may affect Ambev's revenue, costs and/or investment amounts. The policy states that all of the known risks (e.g. foreign currency and interest) shall be hedged by contracting derivative financial instruments. Existing risks which are not yet recorded (e.g. future contracts for the purchase of raw

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

materials or property, plant and equipment) shall be mitigated using projections for the period required for the Company to adapt to the new costs scenario, which may vary from ten to fourteen months, also through the use of derivative financial instruments. Most translation risks are not hedged. The exceptions to the policy must be approved by the Operations, Finance and Compensation Committee (COF).

Derivative financial instruments

The derivative financial instruments authorized under the Financial Risk Management Policy include futures contracts traded on exchanges, full deliverable forwards, non-deliverable forwards, swaps and options. At June 30, 2021, the Company and its subsidiaries had no target forwards, swaps with currency verification, or any other derivative transactions representing a risk level above the nominal value of the contracts. The derivative operations are managed on a consolidated basis and classified based on the strategy according to their purposes, as follows:

i) Cash flow hedge derivative instruments - Highly probable forecast transactions contracted to minimize the Company's exposure to fluctuations in exchange rates and the prices of raw materials, investments, equipment and services to be procured, protected by cash flow hedges that shall occur at various different dates over the next fourteen months. Gains and losses classified as hedging reserves in equity are recognized in the income statement in the period or periods during which the forecast and hedged transaction affects the income statement.

ii) Fair value hedge derivative instruments - operations contracted for the purpose of mitigating the Company's net indebtedness against foreign exchange and interest rate risk. Net cash positions and foreign currency debts are continually assessed to identify new indications of exposure.

The results of these operations, measured according to their fair value, are recognized in financial results.

iii) Net investment hedge derivative instruments - transactions entered into to minimize the exposure to exchange differences arising from the conversion of net investments in the Company's subsidiaries located abroad for the purpose of translating the account balance. The effective portion of the hedge is allocated to equity, while the ineffective portion is recorded directly in the financial income statement when identified.

The following tables summarize the exposure of the Company identified and protected in accordance with the Company's Risk Policy. The following classifications have been applied:

Operational hedges: Refers to exposure arising from the core business of the Company, such as purchases of inputs, purchases of fixed assets and service contracts linked to foreign currency, which are protected using derivatives.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

Financial hedge: Refers to exposure arising from cash and financing activities, such as foreign currency cash and foreign currency debt, which is protected t using derivatives.

Investment hedges abroad: Refers mainly to exposure arising from cash held in foreign currency in foreign subsidiaries, with a functional currency different from the consolidation currency.

Investment hedge - put options granted on subsidiaries: As detailed in item IV (d), the Company constituted a liability related to the acquisition of a non-controlling interest of the operations in the Dominican Republic. This financial instrument is denominated in US Dollars (Tranche A) and Dominican Pesos (Tranche B) and is recorded by an entity, whose functional currency is the Real. The Company assigned this financial instrument as a hedging instrument for a portion of its net assets located in subsidiaries whose functional currency is the US Dollar and the Dominican Peso, in such a manner that the hedge result can be recorded in other comprehensive income of the group, following the result of the hedged item.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

Transactions protected by derivative financial instruments in accordance with the Financial Risk Management Policy

Six-month period ended: 06/30/2021 Three-month period ended: 06/30/2021
Fair Value Gain / (Losses) Gain / (Losses)
Exposure Risk Notional Assets Liability Finance Result Operational Result Equity Finance Result Operational Result Equity
Cost (18,064,787) 17,824,681 823,441 (233,470) (910,219) 674,440 604,513 (344,814) 293,993 (576,424)
Commodities (3,061,604) 2,821,498 721,849 (4,140) (8,188) 461,271 430,129 32,016 312,197 272,704
US Dollars (14,915,301) 14,915,301 97,368 (228,021) (890,992) 240,727 226,378 (366,843) (7,631) (822,658)
Euros (31,804) 31,804 - (1,309) (112) 886 (2,158) (40) (234) 12
Mexican Pesos (56,078) 56,078 4,224 - (10,927) (28,444) (49,836) (9,947) (10,339) (26,482)
Fixed Assets (1,048,280) 1,048,280 1,506 (56,059) (217,369) 53,341 64,947 (80,571) 19,627 27,543
US Dollars (1,048,280) 1,048,280 1,506 (56,059) (217,369) 53,341 64,947 (80,571) 19,627 27,543
Expenses (339,020) 339,020 813 (11,569) (68,605) 19,094 95,788 (24,201) 6,045 30,541
US Dollars (339,020) 339,020 813 (11,569) (68,605) 19,094 95,788 (24,201) 6,045 30,541
Debts (202,755) - - - - - - - - -
US Dollars (7,753) - - - - - - - - -
Interest rates (195,002) - - - - - - - - -
Equity Instrument (1,898,514) 469,046 75,392 - 106,457 - - 161,796 - -
Stock exchange prices (1,898,514) 469,046 75,392 - 106,457 - - 161,796 - -
June 30, 2021 (21,553,356) 19,681,027 901,152 (301,098) (1,089,736) 746,875 765,248 (287,790) 319,665 (518,340)

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

12/31/2020 Six-month period ended: 06/30/2020 Three-month period ended: 06/30/2020
Fair Value Gain / (Losses) Gain / (Losses)
Exposure Risk Notional Assets Liability Finance Result Operational Result Equity Finance Result Operational Result Equity
Cost (15,837,905) 15,588,464 364,496 (287,838) (322,664) 667,962 1,322,789 (33,827) 353,692 190,717
Commodities (2,629,145) - 2,379,704 343,852 (7,831) (84,426) (90,889) (284,738) (54,297) (70,677) 50,195
US Dollars (13,087,705) - 13,087,705 8,728 (271,832) (242,571) 784,803 1,625,751 17,890 431,203 170,241
Euros (50,817) - 50,817 1,942 (287) (2,750) 1,767 10,143 (827) 2,288 (2,965)
Mexican Pesos (70,238) - 70,238 9,974 (7,888) 7,083 (27,719) (28,367) 3,407 (9,122) (26,754)
Fixed Assets (1,042,485) 1,042,485 1,733 (31,276) (373,148) 56,741 162,013 (274,301) 24,710 125,368
US Dollars (1,042,485) - 1,042,485 1,733 (31,276) (373,148) 56,741 162,013 (274,301) 24,710 125,368
Expenses (345,832) 345,832 473 (10,674) (1,083) 1,457 470 (602) 983 292
US Dollars (345,832) - 345,832 473 (10,674) (1,083) 1,457 470 (602) 983 292
Debts (233,216) - - - - - - - - -
US Dollars (4,864) - - - - - - - - - -
Interest rates (228,352) - - - - - - - - - -
Equity Instrument (1,740,543) 700,901 142,634 - (445,521) - - 95,704 - -
Stock Exchange Prices (1,740,543) - 700,901 142,634 - (445,521) - - 95,704 - -
Foreign Investments - - - - 4,201 - 200 4,201 - 200
US Dollars - - - - - 4,201 - 200 4,201 - 200
Total (19,199,981) 17,677,682 509,336 (329,788) (1,138,215) 726,160 1,485,472 (208,825) 379,385 316,577

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

I. Market risk

a.1) Foreign currency risk

The Company is exposed to foreign currency risk on borrowings, investments, purchases, dividends and/or interest expenses or income where these are denominated in a currency other than the functional currency of the subsidiary. The main derivative financial instruments used to manage foreign currency risk are futures contracts, swaps, options, non-deliverable forwards and full deliverable forwards.

a.2) Commodity Risk

A significant portion of the Company's inputs is made up of commodities, which have historically experienced substantial price fluctuations. The Company therefore uses both fixed price purchasing contracts and derivative financial instruments to minimize its exposure to volatility in the commodity prices of aluminum, sugar, wheat and corn. These derivative financial instruments have been designated as cash flow hedges.

a.3) Interest rate risk

The Company applies a dynamic interest rate hedging approach, whereby the target mix between fixed- and floating-rate debt is reviewed periodically. The purpose of the Company's policy is to achieve an optimal balance between the cost of funding and the volatility of financial results, considering market conditions, as well as the Company's overall business strategy, which is reviewed periodically.

The table below demonstrates the Company's exposure related to debts, before and after the application of the interest rate hedging strategy, within the limits established by the risk policy. As at June 30, 2021, the Company was not applying hedges to the exposure described below:

06/30/2021
Risk
Interest rate Amount in Brazilian Real
Brazilian Reais 5.4% 2,430,951
Working capital in Argentinean Peso 0.3% 94,065
Argentinean Pesos 22.3% 3,187
Dominican Pesos 10.9% 96,800
Other 8.0% 43,286
Bolivian Pesos 5.7% 79,701
US Dollars 4.2% 7,753
Canadian Dollars 3.5% 328,917
Pre-fixed interest rate 3,084,660

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

12/31/2020
Risk
Interest rate Amount in Brazilian Real
Brazilian Reais 5.4% 3,002,394
Argentinean Pesos 23.3% 4,468
Dominican Pesos 9.8% 342,684
Guatemalan Quetzal 8.4% 15,346
Other 8.1% 48,576
Bolivian Pesos 5.2% 178,919
US Dollars 4.2% 4,864
Canadian Dollars 3.5% 342,553
Pre-fixed interest rate 3,939,804
Brazilian Reais 3.9% 852,424
Post fixed interest rate 852,424

Sensitivity analysis

The Company substantially mitigates the risks arising from non-derivative financial assets and liabilities, through the use of derivative financial instruments. In this context, the Company has identified the main risk factors that could generate losses from these derivative financial instruments, and has developed a sensitivity analysis based on three scenarios which may impact the Company's future results and/or cash flow, as described below:

1 - Probable scenario: Management's expectations regarding the deterioration of each transaction's main risk factor. To measure the possible effects on the results of derivative transactions, the Company uses the parametric Value at Risk ('VaR'), a statistical measure developed based on estimates of standard deviation and correlation between the returns of several risk factors. This model gives in the loss limit expected for an asset over a certain time period and confidence interval. Under this methodology, we used the potential exposure of each financial instrument, a range of 95% and a horizon of 21 days after June 30, 2021 for the calculation, which are presented in the model.

2 - Adverse scenario: 25% deterioration in each transaction's main risk factor compared to the level observed as at June 30, 2021.

3 - Remote scenario: 50% deterioration in each transaction's main risk factor compared to the level observed as at June 30, 2021.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

Transaction Risk Fair Value Probable scenario Adverse scenario Remote scenario
Commodities hedge Decrease in commodities price 717,709 644,054 12,334 (693,040)
Input purchases (717,709) (635,201) 47,692 813,093
Foreign exchange hedge Foreign currency decrease (127,738) (232,615) (3,878,534) (7,629,330)
Input purchases 127,738 232,615 3,878,534 7,629,330
Cost effects - 8,853 60,026 120,053
Foreign exchange hedge Foreign currency decrease (54,553) (57,741) (316,623) (578,693)
Capex Purchases 54,553 57,741 316,623 578,693
Fixed asset effects - - - -
Foreign exchange hedge Foreign currency decrease (10,756) (11,813) (95,511) (180,266)
Expenses 10,756 11,813 95,511 180,266
Expense effects - - - -

Debt
Foreign currency decrease - 58 1,938 3,877
Interest expenses Increase in interest rate - 615 9,567 17,997
Debt effects - 673 11,505 21,874
Equity Instrument Hedge Stock exchange price decrease 75,392 53,689 (41,869) (159,131)
Expenses (75,392) 6,913 399,237 873,865
Equity effects - 60,602 357,368 714,734
- 70,128 428,899 856,661

As at June 30, 2021 the Notional and Fair Value amounts per instrument and maturity were as follow:

Notional Value
Exposure Risk 2021 2022 2023 2024 >2024 Total
Cost 15,485,008 2,339,673 - - - 17,824,681
Commodities 1,773,957 1,047,541 - - - 2,821,498
US Dollars 13,654,255 1,261,046 - - - 14,915,301
Euros 23,327 8,477 - - - 31,804
Mexican Pesos 33,469 22,609 - - - 56,078
Fixed assets 978,272 70,008 - - - 1,048,280
US Dollars 978,272 70,008 - - - 1,048,280
Expenses 310,029 28,991 - - - 339,020
US Dollars 310,029 28,991 - - - 339,020
Equity Instruments 469,046 - - - - 469,046
Stock prices 469,046 - - - - 469,046
17,242,355 2,438,672 - - - 19,681,027

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

Fair Value
Exposure Risk 2021 2022 2023 2024 >2024 Total
Costs 468,270 121,701 - - - 589,971
Commodities 595,183 122,526 - - - 717,709
US Dollars (129,250) (1,403) - - - (130,653)
Euros (1,288) (21) - - - (1,309)
Mexican Pesos 3,625 599 - - - 4,224
Fixed assets (53,787) (766) - - - (54,553)
US Dollars (53,787) (766) - - - (54,553)
Expenses (10,548) (208) - - - (10,756)
US Dollars (10,548) (208) - - - (10,756)
Equity Instruments 75,392 - - - - 75,392
Stock prices 75,392 - - - - 75,392
479,327 120,727 - - - 600,054
II. Credit Risk

Concentration of trade receivables credit risk

A substantial portion of the Company's sales is made to distributors, supermarkets and retailers, through a broad distribution network. Credit risk is reduced due to the widespread number of customers and control procedures used to monitor risk. Historically, the Company has not incurred significant losses on receivables from customers.

Concentration of counterparty credit risk

In order to minimize the credit risk of its investments, the Company has adopted procedures for the allocation of cash and investments, taking into consideration the credit limits and credit analysis of financial institutions, avoiding credit concentration, i.e. the credit risk is monitored and minimized by restricting negotiations to a select group of highly rated counterparties.

The selection process for financial institutions authorized to operate as counterparties of the Company is set forth in the Credit Risk Policy, which also establishes exposure limits for each counterparty based on each counterparty's risk rating and capitalization.

In order to minimize the credit risk on significant derivative transactions with its counterparties, the Company has adopted bilateral 'trigger' clauses. According to these clauses, where the fair value of an operation exceeds a certain percentage of its notional value (generally between 10% and 15%), the debtor must settle the difference in favor of the creditor.

Any deposits or cash available must be kept in accounts with top tier banks, or banks with a high credit rating in the respective country. Any position of a short-term nature (less than six months) should be considered as a deposit or cash.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

Counterparty risk must be managed by the Company globally, with product limits established by the treasury area, considering: (i) the counterparty's credit rating (ii) the transaction term (iii) the amount; and (iv) the split between assets and liabilities, in the absence of a clearing clause in derivative contracts.

The counterparty risk is reassessed.

The carrying amounts of cash and cash equivalents, investment securities, trade receivables excluding prepaid expenses, recoverable taxes and derivative financial instruments are disclosed net of provisions for impairment, and represent the maximum exposure to credit risk as at June 30, 2021. As at June 30, 2021, there was no concentration of credit risk on any counterparties in excess of the limits established by the Company's risk policy.

III. Liquidity Risk

Historically, the Company's primary sources of cash flow have been cash flow from operating activities, the issuance of debt, bank borrowings and equity securities. Ambev's material cash requirements have included the following:

· Debt servicing;
· Capital expenditure;
· Investments in companies;
· Increases in the ownership of Ambev's subsidiaries or companies in which it holds equity investments;
· Share buyback programs; and
· Payments of dividends and interest on shareholders' equity.

The Company believes that cash flows from operating activities, cash and cash equivalents and short-term investments, together with derivatives and access to loan facilities are sufficient to finance capital expenditures, financial liabilities and dividend payments in the future.

06/30/2021
Carrying amount Contractual cash flows Less than 1 year 1-2 years 2-3 years 3-5 years More than
5 years
Trade and other payables (i) 29,625,341 30,873,417 25,198,414 1,395,908 2,262,994 389,193 1,626,908
Secured bank loans 336,382 421,087 159,496 67,523 42,863 50,479 100,726
Unsecured bank loans 1,691 1,732 1,732 - - - -
Debentures and Bonds 109,516 125,371 125,371 - - - -
Unsecured other loans 139,851 309,607 49,636 44,448 29,736 23,171 162,616
Lease liabilities 2,403,155 2,853,030 701,563 662,718 520,248 551,474 417,027
32,615,936 34,584,244 26,236,212 2,170,597 2,855,841 1,014,317 2,307,277

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

12/31/2020
Carrying amount Contractual cash flows Less than 1 year 1-2 years 2-3 years 3-5 years More than
5 years
Trade and other payables (i) 32,353,261 33,694,240 27,340,481 4,015,286 272,153 424,502 1,641,818
Secured bank loans 2,179,142 2,360,153 2,038,391 82,611 61,674 51,568 125,909
Unsecured bank loans 247,818 271,294 270,208 1,086 - - -
Debentures and Bonds 108,548 124,404 124,404 - - - -
Unsecured other loans 135,652 307,674 52,872 42,065 31,236 19,126 162,375
Lease liabilities 2,121,068 2,715,036 532,732 558,307 398,092 566,179 659,726
37,145,489 39,472,801 30,359,088 4,699,355 763,155 1,061,375 2,589,828

(i) Mainly includes amounts related to suppliers, taxes, fees and contributions payables, dividends and interest on equity payable, salaries and charges, put options related to our participation in subsidiaries and other liabilities, except for related parties, with payment term of less than one year.

IV. Equity price risk

Through the equity swap transactions approved on May 13, 2020 and December 9, 2020 by the Board of Directors of Ambev (see Note 1 - Corporate information), the Company, or its subsidiaries, will receive price variations related to its shares traded on the stock exchange, or on its ADRs, thus neutralizing the possible effects of the stock price fluctuations on the share-based payments made by the Company. As these derivative instruments are not eligible for hedge accounting, they were not therefore allocated to any hedging arrangements.

In June 30, 2021, exposure equivalent to R$1.9 billion (R$1.7 billion as at December 31, 2020) in Ambev's shares (or ADRs) was partially hedged, resulting in a gain in the income statement of R$106,457 (a loss in the income statement of R$445,521 as at June 30, 2020).

V. Capital management

The Company is continuously optimizing its capital structure in order to maximize shareholder value while maintaining the desired financial flexibility to execute its strategic projects. Besides the statutory minimum equity funding requirements applicable to the Company's subsidiaries in different countries, the Company is not subject to any externally imposed capital requirements. When analyzing the capital structure, the Company uses the same debt ratings and capital classifications applied to the interim financial statements.

Financial instruments

(a) Financial instrument categories

The financial instruments held by the Company are managed through operational strategies and internal controls to assure liquidity, profitability, and transaction security. Transactions involving financial instruments are regularly reviewed to assess the effectiveness of the risk exposure that management intends to cover (foreign exchange, and interest rate, among others).

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

The table below shows all of the financial instruments recognized in the financial statements, segregated by category:

06/30/2021
Amortized cost Fair value through profit or loss Total
Financial assets
Cash and cash equivalents less bank overdrafts 13,175,281 - 13,175,281
Trade receivables excluding prepaid expenses 6,019,726 - 6,019,726
Investment securities 196,011 1,245,607 1,441,618
Derivative financial instruments - 75,392 75,392
Derivatives hedges - 825,760 825,760
Total 19,391,018 2,146,759 21,537,777
Financial liabilities
Trade payables 19,437,321 - 19,437,321
Put options granted on subsidiaries - 3,141,305 3,141,305
Derivatives hedges - 301,098 301,098
Interest-bearing loans and borrowing 2,990,595 - 2,990,595
Other liabilities 2,457,509 - 2,457,509
Total 24,885,425 3,442,403 28,327,828
12/31/2020
Amortized cost Fair value through profit or loss Total
Financial assets
Cash and cash equivalents less bank overdrafts 17,090,335 - 17,090,335
Trade receivables excluding prepaid expenses 6,628,971 - 6,628,971
Investment securities 213,907 1,700,028 1,913,935
Derivative financial instruments - 142,634 142,634
Derivatives hedges - 366,702 366,702
Total 23,933,213 2,209,364 26,142,577
Financial liabilities
Trade payables 19,995,095 - 19,995,095
Put options granted on subsidiaries - 3,493,780 3,493,780
Derivatives hedges - 329,788 329,788
Interest-bearing loans and borrowing 4,792,228 - 4,792,228
Other liabilities 2,581,099 - 2,581,099
Total 27,368,422 3,823,568 31,191,990

(b) Classification of financial instruments by type of fair value measurement

IFRS 13 defines the fair value as the price that would be received for the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Also pursuant to IFRS 13, financial instruments measured at fair value shall be classified within the following categories:

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

Level 1 - quoted prices (unadjusted) in active markets available to the entity for identical assets or liabilities as at the valuation date;

Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3 -inputs which are not observable for the asset or liability.

06/30/2021 12/31/2020
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Financial assets
Financial asset at fair value through profit and loss 1,245,607 - - 1,245,607 1,700,028 - - 1,700,028
Derivatives assets at fair value through profit and loss - 75,392 - 75,392 - 142,634 - 142,634
Derivatives - operational hedge 260,137 565,623 - 825,760 85,461 281,241 - 366,702
1,505,744 641,015 - 2,146,759 1,785,489 423,875 - 2,209,364
Financial liabilities
Financial liabilities at fair value through profit and loss - - 3,141,305 3,141,305 - - 3,493,780 3,493,780
Derivatives - operational hedge 24,063 277,035 - 301,098 102,552 227,236 - 329,788
24,063 277,035 3,141,305 3,442,403 102,552 227,236 3,493,780 3,823,568

Reconciliation of changes in the assets categorized at Level 3

Financial liabilities at December 31, 2020 3,493,780
Total gains and losses during the period (352,475)
Losses/(gains) recognized in net income 82,723
Losses/(gains) recognized in equity (435,198)
Financial liabilities at June 30, 2021 3,141,305

(c) Fair value of financial liabilities measured at amortized cost

The Company's liabilities, interest-bearing loans and borrowing, trade payables excluding tax payables, are recorded at amortized cost based on the effective rate method, plus indexation and foreign exchange gains/losses, based on the closing indices for each exercise.

The financial instruments recorded at amortized cost are similar to the fair value and are not of sufficiently material to require disclosure.

(d) Fair value of liabilities measured through profit or loss

As part of the negotiations regarding the acquisition of the shares of Tenedora, the Company signed the second amendment to the Shareholders' Agreement extending the partnership between the Company and ELJ. ELJ is currently the owner of 15% of the shares of Tenedora, and its put options are now divided into two tranches: (i) Tranche A, corresponding to 12.11% of the shares, exercisable in 2022, 2023 and 2024; and (ii) Tranche B, corresponding to 2.89% of the shares, exercisable from

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

2026. The Company, on the other hand, has a call option over Tranche A shares, exercisable from 2021, and Tranche B shares, exercisable from 2029. On June 30, 2021, the sum of the two ELJ tranches is R$3,136,604 (R$3,489,080 on December 31, 2020).

The fair value of (i) Tranche A is calculated considering the interest under the contract, plus foreign exchange variations, less the dividends paid between the date of signature of the amendment and the exercise of the option.

The fair value of (ii) Tranche B is calculated based on the EBITDA multiple defined in the contract, less the net debt, brought to its present value, calculated using standard valuation techniques (the present value of the principal amount and future interest, discounted by the local currency's WACC rate as at the date of the calculation). The criteria used are based on market information from reliable sources and are categorized as 'Level 3'.

Calculation of the fair value of derivatives

The Company measures derivative financial instruments by calculating their fair value, using market curves that impact the value of the instrument as at the computation date. In the case of swaps, the asset and the liability positions are estimated independently and brought to their fair value, equivalent to the difference between the results of the asset and liability amounts, which generates the swap's market value. For traded derivative financial instruments, the fair value is calculated based on the exchange-listed price.

Margins pledged as guarantees

In order to comply with the guarantee requirements regarding derivative exchanges and/or counterparties to certain operations with derivative financial instruments, as at June 30, 2021 the Company held R$818,794 in highly liquid financial investments or in cash, classified as cash and cash equivalents and investment securities (R$798,903 as at December 31, 2020).

Offsetting of financial assets and liabilities

For financial assets and liabilities subject to settlement agreements on a net basis or similar agreements, each agreement between the Company and the counterparty allows this type of settlement when both parties opt for this. In the absence of such a decision, the assets and liabilities will be settled at their gross amounts, but each party shall have the option to settle on a net basis, in case of a default by the counterparty.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

23. COLLATERAL AND CONTRACTUAL COMMITMENTS WITH SUPPLIERS, ADVANCES FROM CUSTOMERS AND OTHERS
06/30/2021 12/31/2020
Collateral given for the Company's own liabilities 818,940 799,011
Other commitments 1,617,258 1,629,881
2,436,198 2,428,892
Commitments to suppliers 21,524,061 17,768,463
21,524,061 17,768,463

The collateral provided for liabilities totaled approximately R$2,436,198 as at June 30, 2021 (R$2,428,892 as at December 31, 2020), including R$697,325 (R$729,174 as at December 31, 2020) of cash guarantees. The deposits in cash used as guarantees are presented as part of other assets. To provide the guarantees required for derivatives exchanges and/or counterparties contracted in certain derivative financial instrument transactions, as at June 30, 2021, Ambev maintained R$818,794 (R$798,903 as at December 31, 20120) in highly liquid financial investments or in cash, classified as cash and cash equivalents and investment securities (Note 22 - Financial instruments and risks).

Most of the balance relates to commitments to suppliers of packaging.

Future contractual commitments as at June 30, 2021 and December 31, 2020 are as follow:

06/30/2021 12/31/2020
Less than 1 year 10,793,559 9,218,216
Between 1 and 2 years 5,583,627 2,934,802
More than 2 years 5,146,875 5,615,445
21,524,061 17,768,463
24. CONTINGENCIES

The Company has contingent liabilities related to lawsuits arising in the normal course of its business. Due to their nature, such legal proceedings involve certain uncertainties including, but not limited to, court rulings, negotiations between affected parties and governmental actions, and therefore the Company's management cannot estimate the likely timing of the resolution of these matters at this stage.

Contingent liabilities with a probable outcome are fully recorded as liabilities (Note 13 - Provisions).

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

The Company has lawsuits related mainly to tax for which the likelihood of loss is classified as possible by management, and for which there are no provisions, as the composition and estimates of these amounts are as follow:

06/30/2021 12/31/2020
Income tax and social contribution 54,398,704 53,898,046
Value-added and excise taxes 23,036,534 23,299,284
PIS and COFINS 2,564,226 2,746,286
Others 1,390,814 1,603,508
81,390,278 81,547,124

Principal lawsuits with a likelihood of possible loss

Except for monetary inflation and the cases described below, there were no relevant changes in the main cases with possible chances of loss when compared to the period ending on December 31, 2020.

ICMS-ST Trigger

Over the years, Ambev has received tax assessments to charge supposed ICMS differences considered due when the price of the products sold by Ambev is above the fixed price table basis established by the relevant States, cases in which the State tax authorities understand that the calculation basis should be based on a value-added percentage over the actual prices and not the fixed table price. Ambev is currently challenging those charges before the courts. The cases are being challenged at both the administrative and judicial levels of the courts.

Ambev management estimates the amount related to this issue to be approximately R$8.2 billion as at June 30, 2021 (R$8.6 billion as at December 31, 2020), classified as a possible loss and, therefore, for which Ambev has made no provision. Ambev has recorded provisions in the total amount of R$7.4 million (R$7.6 million as at December 31, 2020) in relation to certain proceedings for which it considers the chances of loss to be probable due to specific procedural issues.

Contingent assets

In 2017, the Federal Supreme Court ('STF') decided, in the judgment of RE 574,706/PR, with binding effects, in favor of the unconstitutionality of the inclusion of the State-VAT (ICMS) in the taxable basis of social contributions on gross revenues (PIS and COFINS). Such decision was ratified by the STF in May 2021, within the judgement of the amendment presented by the General Attorney's Office (PGFN), when the Court confirmed that the ICMS to be excluded from the PIS and COFINS taxable basis is that declared in the invoice and determined that the decision should produce effects only as at March 15, 2017 (date on which RE 574,706/PR was ruled), except for

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

taxpayers who had judicial and administrative claims filed until that date (which is the case of the Company and its controlled companies).

The Company and its controlled companies have several lawsuits related to the matter, some with final and unappealable favorable decisions. As the federal tax regime applicable to the soft drinks and beer sector has changed over time, the Company and its controlled companies have lawsuits which refers to three different periods: (i) 1990 to 2009, (ii) 2009 to 2015 (period in which the 'REFRI Taxation Model' was in force - special soft drinks and beer regime, provided for in article 58-J of Law No. 10,833, of 2003) and (iii) from 2015 onwards (also known as 'New Model Taxation').

In 2018, 2019, 2020 and 2021, the Company and its controlled companies recognized, in accordance with IAS 37, recoverable tax credits related to this matter in the total amount of R$7.1 billion, being (i) R$1.1 billion related to periods from 1990 to 2009 and after March 2017 (New Model of Taxation) until the specific decisions in the lawsuits of the Company and its controlled companies authorizing the exclusion of ICMS from the PIS and COFINS taxable basis, (ii) R$4.4 billion related to periods from 2009 to 2015, period in which the REFRI regime was in effect; and (iii) R$1.6 billion related to periods from 2015 to March 2017 (New Taxation Model).

The recognition of the amounts mentioned above occurred as a result of (i) the realization of the gain being virtually certain according to the decision provided by the STF in RE 574,706/PR and the specific circumstances of each case; and (ii) the fact that the amount could be estimated with sufficient reliability, by collecting the respective documents and quantifying the related amount. As to the tax credit related to the period in which the REFRI was in force, the amount could be estimated with sufficient reliability after several analyses were made (with the assistance of our external consultants) that allowed: (i) the identification of the total ICMS included per liter in the retail selling prices that were verified by the Federal Government at the time and that had impact in the reference prices used as basis for determination of the PIS and COFINS; and (ii) the calculation of the exclusion of such total ICMS from the taxable basis of PIS and COFINS in the transactions carried out by the Company and its controlled companies.

In addition, with respect to transactions that occurred after March 2017, the Company and its controlled companies had a positive impact of R$3.1 billion, net of the values referred above, which represented a reduction in the PIS and COFINS expenses since it does not refer to extemporaneous credits.

For additional matters related to the New Model, the Company estimates that the contingent asset corresponds to R$0.2 billion, which will be recognized once the realization of the gain is virtually certain given the specific circumstances of the case and upon confirmation of the estimated values with sufficient reliability.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

25. NON-CASH ITEMS
Six-month period ended: Three-month period ended:
06/30/2021 06/30/2020 06/30/2021 06/30/2020
Fair value of option granted on a subsidiary - (4,266) - (2,133)
Effect of application of IAS 29 (hyperinflation) 129,554 61,307 133,295 163,739
Acquisition of investments payables - 33,187 - (1,244)
26. RELATED PARTIES

Policy and practices regarding the realization of transactions with related parties

The Company adopts the corporate governance practices recommended and/or required by the applicable laws.

Under the Company's by-laws, the Board of Directors is responsible for approving any transactions or agreements between the Company and/or any of its subsidiaries (except for full subsidiaries), its directors and/or shareholders (including direct or indirect shareholders of the Company). The Antitrust Compliance and Related Parties Committee of the Company is required to advise the Board of Directors of the Company on all transactions with related parties.

Management is prohibited from interfering in any transaction in which a conflict of interest exists, even in theory, with the Company's interests. Management also are not permitted to interfere in decisions of any other members of management, and the Minutes of Meeting of the Board are required to document any decision to abstain from the respective deliberations.

The Company's guidelines on related parties require it to follow reasonable or commutative terms, similar to those prevailing in the market, or under which the Company would contract similar transactions with third parties. These related parties transactions are clearly disclosed in the interim financial statements as formalized in the written contracts.

Transactions with management members

In addition to short-term benefits (primarily salaries), management members are entitled to participate in the Stock Option Plan and Share-Based Payments Plan (Note 21 - Share-based payments).

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

Total expenses related to the Company's management members are as follow:

Six-month period ended: Three-month period ended:
06/30/2021 06/30/2020 06/30/2021 06/30/2020
Short-term benefits (i) 42,989 12,363 14,161 6,572
Share-based payments (ii) 20,331 19,461 9,566 9,651
Total key Management remuneration 63,320 31,824 23,727 16,223

(i) These mainly correspond to management's salaries and profit sharing (including performance bonuses).

(ii) These correspond to the compensation cost of share options and restricted stocks granted to management. These amounts exclude remuneration paid to members of the Fiscal Council.

Excluding the above mentioned plan (Note 21 - Share-based payments), the Company no longer has any types of transaction with the Management members or pending balances receivable or payable in its balance sheet.

Transactions with the Company's shareholders:

a) Medical, dental and other benefits

Fundação Zerrenner is one of Ambev's shareholders, and at June 30, 2021 held 10.2% of its total share capital. Fundação Zerrenner is also an independent legal entity whose main goal is to provide Ambev's employees, both active and retired, with health care and dental assistance, technical and higher education courses, facilities for assisting elderly people, either directly or through financial assistance agreements with other entities. As at June 30, 2021 and December 31, 2020, actuarial obligations related to the benefits provided directly by Fundação Zerrenner were fully funded by plan assets held for that purpose, which significantly exceeded the liabilities at these dates. Ambev recognizes the assets (prepaid expenses) of this plan to the extent of the economic benefits available to the Company, arising from reimbursements or from reductions in future contributions.

The expenses incurred by Fundação Zerrenner for providing these benefits totaled R$138,835 (R$116,238 as at June 30, 2020), of which R$123,583 and R$15,252 were related to active employees and retirees respectively (R$101,970 and R$14,268 as at June 30, 2020 related to active employees and retirees respectively).

b) Leasing

Ambev, through its subsidiary BSA (labeling), has an asset leasing agreement with Fundação Zerrenner, for R$22,439 maturing on December 31, 2022.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

c) Leasing - Ambev. head office

Ambev has a leasing agreement for two sets of commercial premises with Fundação Zerrenner, which is being re-negotiated, and currently the contract is in force for an indefinite period.

d) Licensing agreement

The Company has a licensing agreement with Anheuser-Busch, Inc. to produce, bottle, sell and distribute Budweiser products in Brazil, Canada and Argentina, and sales and distribution agreements for Budweiser products in Guatemala, the Dominican Republic, Paraguay, El Salvador, Nicaragua, Uruguay, Chile, Panama, Costa Rica and Puerto Rico. In addition, the Company produces and distributes Stella Artois products under a license to ABI in Brazil and Canada and, through a license granted to ABI, also distributes Brahma products in the United States and several other countries such as the United Kingdom, Spain, Sweden, Finland and Greece. The amount recorded in relation to this agreement was R$9,387 as at June 30, 2021 (R$770 as at June 30, 2020) and R$382,866 (R$265,685 as at June 30, 2020) as licensing income and expenses, respectively.

Ambev has licensing agreements with the Group Modelo, subsidiaries of ABI to import, promote and sell Corona products (Corona Extra, Corona Light, Coronita, Pacifico and Modelo) in Latin America and Canada.

Transactions with related parties

06/30/2021
Current Trade receivables (i) Other trade receivables (i) Trade payables (i) Dividends receivables
AB Africa 1,002 - - -
AB InBev 19,225 (1,012) (142,238) -
AB Package 3 - (109,141) -
AB Services 10,706 - (2,108) -
AB USA 48,843 9,681 (301,410) -
Bavaria 50,364 - (6,443) -
Cervecería Modelo 3,361 - (322,415) -
Cervecerías Peruanas 941 - (4,820) -
Inbev 1,220 74,115 (16,895) -
Panama Holding 19,729 - (11,015) 1,436
Others 10,627 1,022 (29,158) -
166,021 83,806 (945,643) 1,436

(i) The amount represents trading operations (purchase and sale) and reimbursements between the companies of the group.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

12/31/2020
Current Trade receivables (i) Other trade receivables (i) Trade payables (i) Dividends payables Dividends receivables
AB Africa 4,584 - - - -
AB InBev 28,621 - (84,639) - -
AB Package 4 - (320,999) - -
AB Services 11,250 - (1,743) - -
AB USA 36,738 6,176 (250,129) - -
Ambrew - - - (98,709) -
Bavaria 976 - (11,303) - -
Cervecería Modelo 5,081 - (400,033) - -
Cervecerías Peruanas 1,394 - (10,907) - -
Inbev 865 79,144 (19,419) - -
ITW International - - - (647,498) -
Panama Holding 18,848 - (13,075) - 1,632
Others 10,229 1,079 (44,850) - -
118,590 86,399 (1,157,097) (746,207) 1,632

(i) The amount represents trading operations (purchase and sale) and reimbursements between the companies of the group.

06/30/2021 12/31/2020
Non-current Trade payables Trade payables
ITW International (386,063) (420,495)
(386,063) (420,495)

The tables below represent transactions with related parties, recognized in the income statement:

Six-month period ended: 06/30/2021
Company Sales and others Service fees / Reimbursement of expenses and other receivables Product purchases and others Service fees / reimbursement of expenses and other payables Net finance cost
AB InBev 85 - (75,128) (4,982) -
AB Package - - (151,526) - -
AB Procurement - - - (16,104) -
AB USA 17,789 - (592,027) (1,788) 358
Ambev Peru 1,787 - - - -
Bavaria 21,685 - (33,595) - -
Cervecería Modelo 102 - (796,728) - -
Cervecerías Peruanas 3,558 - (15,674) - -
GCC India - - - (4,373) -
Inbev - - (55,564) - -
ITW International - - - - 20,252
Others 7,521 92 (60,910) - -
52,527 92 (1,781,152) (27,247) 20,610

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

Three-month period ended: 06/30/2021
Company Sales and others Service fees / Reimbursement of expenses and other receivables Product purchases and others Service fees / reimbursement of expenses and other payables Net finance cost
AB InBev 85 - (42,935) (4,982) -
AB Package - - (78,918) - -
AB USA 12,584 - (297,104) (963) 358
Ambev Peru 419 - - - -
Bavaria 19,791 - (14,037) - -
Cervecería Modelo 102 - (360,306) - -
Cervecerías Peruanas 19 - (6,069) - -
GCC India - - - (2,477) -
Inbev - - (22,661) - -
ITW International - - - - 7,260
Others 3,177 54 (32,608) - -
36,177 54 (854,638) (8,422) 7,618
Six-month period ended: 06/30/2020
Company Sales and others Service fees / Reimbursement of expenses and other receivables Product purchases and others Service fees / reimbursement of expenses and other payables Net finance cost
AB InBev 107 - (32,298) - -
AB Package - - (62,253) - -
AB USA 14,812 - (618,957) (1,444) (1)
Bavaria 20,093 - (16,559) - -
Cervecería Modelo - - (578,580) - -
Cervecerías Peruanas 5,387 - (10,874) - -
GCC India - - (3,334) (3,334) -
Inbev - - (53,855) - -
ITW International - - - - (18,008)
Oriental Brewery 2,450 - - - -
Others 2,044 52 (45,167) (17,345) -
44,893 52 (1,421,877) (22,123) (18,009)

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2021

All amounts in thousand of Brazilian Reais unless otherwise stated

Three-month period ended: 06/30/2020
Company Sales and others Service fees / Reimbursement of expenses and other receivables Product purchases and others Service fees / reimbursement of expenses and other payables Net finance cost
AB InBev 39 - (3,036) - (6)
AB Package - - (38,535) - -
AB USA 9,392 - (225,913) (784) (1)
Bavaria 20,093 - (20,419) - -
Cervecería Modelo - - (248,717) - -
Cervecerías Peruanas 5,387 - (2,022) - -
GCC India - - (3,334) (1,966) -
Inbev - - (21,060) - -
ITW International - - - - (9,394)
Oriental Brewery (92) - - - -
Others 1,882 14 (33,921) (17,345) -
36,701 14 (596,957) (20,095) (9,401)

List of companies included in the tables above:

AB InBev Procurement GmbH ('AB Procurement')
Ambrew S.A.R.L. ('Ambrew')
Anheuser-Busch Inbev Africa (Pty) Ltd. ('AB Africa')
Anheuser-Busch InBev N.V. ('AB InBev')
Anheuser-Busch Inbev Services LLC ('AB Services')
Anheuser-Busch Inbev USA LLC ('AB USA')
Anheuser-Busch Packaging Group Inc. ('AB Package')
Bavaria S.A. ('Bavaria')
Cervecería Modelo de Mexico S. de R.L. de C.V. ('Cervecería Modelo')
Cerveceria Nacional S de RL ('Panama Holding')
Compañia Cervecera Ambev Peru S.A.C. ('Ambev Peru')
GCC Services India Private Ltd. ('GCC India')
Inbev Belgium N.V. ('Inbev')
Interbrew International B.V. ('ITW International')
Oriental Brewery Co. Ltd. ('Oriental Brewery')
Unión de Cervecerias Peruanas Backus Y Johnston S.A.A. ('Cervecerías Peruanas')

Disclaimer

AmBev SA published this content on 10 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 August 2021 21:10:17 UTC.


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Financials
Sales 2021 68 269 M 12 316 M 12 316 M
Net income 2021 11 134 M 2 009 M 2 009 M
Net cash 2021 15 453 M 2 788 M 2 788 M
P/E ratio 2021 21,7x
Yield 2021 3,48%
Capitalization 240 B 42 902 M 43 352 M
EV / Sales 2021 3,29x
EV / Sales 2022 3,07x
Nbr of Employees 50 000
Free-Float 27,9%
Chart AMBEV S.A.
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Technical analysis trends AMBEV S.A.
Short TermMid-TermLong Term
TrendsBearishNeutralNeutral
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus HOLD
Number of Analysts 16
Last Close Price 15,28 BRL
Average target price 17,31 BRL
Spread / Average Target 13,3%
EPS Revisions
Managers and Directors
Jereissati Jean Neto Chief Executive Officer
Fernando Mommensohn Tennenbaum Director
Lucas Machado Lira Chief Financial & Investor Relations Officer
Victˇrio Carlos de Marchi Co-Chairman
Michel Dimitrios Doukeris Co-Chairman
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