SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

For the month of August, 2023

Commission File Number 1565025

AMBEV S.A.

(Exact name of registrant as specified in its charter)

AMBEV S.A.

(Translation of Registrant's name into English)

Rua Dr. Renato Paes de Barros, 1017 - 3rd Floor
04530-000 São Paulo, SP
Federative Republic of Brazil

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.


Form 20-F ___X___ Form 40-F _______

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes _______ No ___X____

Ambev S.A.

Interim consolidated

financial statements at
June 30, 2023
and report on review

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, 2023, the related interim consolidated income statement and comprehensive income for the quarter and six-month period then ended and the related interim consolidated statement of changes in equity and cash flows for the six-month period then ended and notes, comprising a summary of significant accounting policies and other explanatory information.

Management is responsible for the preparation and fair presentation of these interim consolidated financial statements in accordance with the accounting standard International Accounting Standard (IAS) 34 - "Interim Financial Reporting", of 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", respectively). 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 Brazilian and 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 referred to above is not prepared, in all material respects, in accordance with IAS 34.

São Paulo, August 16, 2023

PricewaterhouseCoopers

Auditores Independentes Ltda.

CRC 2SP000160/O-5

Alessandro Marchesino de Oliveira

Contador CRC 1SP265450/O-8

2

PricewaterhouseCoopers Auditores Independentes Ltda., Avenida Brigadeiro Faria Lima, 3732, Edifício B32, 16o

São Paulo, SP, Brasil, 04538-132

T: +55 (11) 4004-8000, www.pwc.com.br

AMBEV S.A.

CONTENTS

INTERIM CONSOLIDATED BALANCE SHEET 2
INTERIM CONSOLIDATED INCOME STATEMENT 4
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 5
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 6
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS 8
1.CORPORATE INFORMATION 9
2.STATEMENT OF COMPLIANCE 10
3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 11
4.USE OF ESTIMATES AND JUDGMENTS 12
5.CASH AND CASH EQUIVALENTS 14
6.INVESTMENT SECURITIES 14
7.INVENTORY 14
8.RECOVERABLE INDIRECT TAXES 15
9.DEFERRED INCOME TAX AND SOCIAL CONTRIBUTION 16
10.PROPERTY, PLANT AND EQUIPMENT 18
11.GOODWILL 21
12.TRADE PAYABLES 22
13.INTEREST-BEARING LOANS AND BORROWINGS 22
14.PROVISIONS 24
15.CHANGES IN EQUITY 26
16.SEGMENT REPORTING 31
17.NET SALES 35
18.OTHER OPERATING INCOME/(EXPENSES) 35
19.EXCEPTIONAL ITEMS 36
20.FINANCE EXPENSES AND INCOME 36
21.INCOME TAX AND SOCIAL CONTRIBUTION 38
22.SHARE-BASED PAYMENTS 39
23.FINANCIAL INSTRUMENTS AND RISKS 43
24.COLLATERAL AND CONTRACTUAL COMMITMENTS WITH SUPPLIERS, ADVANCES FROM CUSTOMERS AND OTHERS 56
25.CONTINGENCIES 56
26.RELATED PARTIES 61

AMBEV S.A.

INTERIM CONSOLIDATED BALANCE SHEET

All amounts in thousands of Brazilian Reais unless otherwise stated

Assets Note 06/30/2023 12/31/2022
Cash and cash equivalents 5 12,117,013 14,926,435
Investment securities 6 313,504 454,497
Trade receivables 4,877,669 5,349,105
Derivative financial instruments 23 276,180 272,301
Inventories 7 12,055,022 12,923,025
Income tax and social contributions recoverable 2,185,642 1,808,661
Recoverable indirect taxes (i) 8 1,208,472 1,044,814
Other assets 1,290,589 1,037,873
Current assets 34,324,091 37,816,711
Investment securities 6 246,838 219,055
Derivative financial instruments 23 37 1,531
Income tax and social contributions recoverable 4,022,491 4,607,486
Recoverable indirect taxes (i) 8 6,827,608 6,708,773
Deferred tax assets 9 8,069,700 6,438,835
Other assets 1,675,038 1,905,194
Employee benefits 53,114 56,582
Long term assets 20,894,826 19,937,456
Investments in joint ventures 329,448 331,939
Property, plant and equipment 10 29,284,782 30,055,690
Intangible 9,141,431 9,222,249
Goodwill 11 39,319,837 40,594,038
Non-current assets 98,970,324 100,141,372
Total assets 133,294,415 137,958,083

(i) From the first quarter of 2023, the nomenclature "Recoverable Taxes" was changed to "Recoverable Indirect Taxes".

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

AMBEV S.A.

INTERIM CONSOLIDATED BALANCE SHEET (CONTINUED)

All amounts in thousands of Brazilian Reais unless otherwise stated

Equity and liabilities Note 06/30/2023 12/31/2022
Trade payables 12 18,579,963 24,328,529
Derivative financial instruments 23 1,525,139 729,424
Interest-bearing loans and borrowings 13 1,320,426 982,569
Bank overdrafts 5 103,948 74,343
Wages and salaries 1,938,687 2,335,826
Dividends and interest on shareholders' equity payable 1,436,500 1,464,812
Income tax and social contribution payable 1,082,570 1,118,614
Taxes and contributions payable 3,726,467 5,812,872
Put option granted on subsidiaries and other liabilities 3,928,390 3,512,822
Provisions 14 479,667 180,727
Current liabilities 34,121,757 40,540,538
Trade payables 12 440,508 509,427
Interest-bearing loans and borrowings 13 2,671,857 2,788,137
Deferred tax liabilities 9 3,725,715 3,725,692
Income tax and social contribution payable 1,581,072 1,598,626
Taxes and contributions payable 481,986 670,974
Put option granted on subsidiaries and other liabilities 1,454,093 1,896,758
Provisions 14 469,144 738,982
Employee benefits 1,982,312 2,161,122
Non-current liabilities 12,806,687 14,089,718
Total liabilities 46,928,444 54,630,256
Equity 15
Issued capital 58,177,929 58,130,517
Reserves 92,381,957 92,246,594
Carrying value adjustments (74,217,686) (68,421,478)
Retained earnings/(losses) 8,732,403 -
Equity attributable to the equity holders of Ambev 85,074,603 81,955,633
Non-controlling interests 1,291,368 1,372,194
Total equity 86,365,971 83,327,827
Total equity and liabilities 133,294,415 137,958,083

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

AMBEV S.A.

INTERIM CONSOLIDATED INCOME STATEMENT

For the period ended June 30

All amounts in thousands of Brazilian Reais unless otherwise stated

Six-month period ended: Three-month period ended:
Note 2023 2022 2023 2022
Net sales 17 39,429,857 36,428,147 18,898,114 17,988,995
Cost of sales (19,767,293) (18,788,740) (9,635,609) (9,374,254)
Gross profit 19,662,564 17,639,407 9,262,505 8,614,741
Distribution expenses (5,598,401) (5,143,994) (2,681,705) (2,614,975)
Sales and marketing expenses (3,831,669) (3,392,858) (2,090,369) (1,875,882)
Administrative expenses (2,621,156) (2,468,238) (1,315,604) (1,294,802)
Other operating income/(expenses), net 18 877,513 1,626,153 396,437 1,239,431
Exceptional items 19 (151,305) (58,449) (123,416) (31,223)
Income from operations 8,337,546 8,202,021 3,447,848 4,037,290
Finance expenses 20 (3,540,494) (3,452,558) (1,808,328) (1,829,465)
Finance income 20 1,469,148 2,360,383 734,844 1,334,003
Net finance result (2,071,346) (1,092,175) (1,073,484) (495,462)
Share of results of joint ventures (16,603) (5,610) (2,431) (3,206)
Income before income tax 6,249,597 7,104,236 2,371,933 3,538,622
Income tax expense 21 167,412 (511,350) 225,827 (474,574)
Net income 6,417,009 6,592,886 2,597,760 3,064,048
Attributable to:
Equity holders of Ambev 6,202,549 6,382,516 2,502,974 2,969,744
Non-controlling interest 214,460 210,370 94,786 94,304
Basic earnings per share - common - R$ 0.3939 0.4054 0.1589 0.1886
Diluted earnings per share - common - R$ 0.3915 0.4026 0.1579 0.1873

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

AMBEV S.A.

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the period ended June 30

All amounts in thousands of Brazilian Reais unless otherwise stated

Six-month period ended: Three-month period ended:
2023 2022 2023 2022
Net income 6,417,009 6,592,886 2,597,760 3,064,048
Items that may be subsequently reclassified to profit or loss:
Exchange differences on the translation of foreign operations (gains/(losses))
Investment hedge - put option granted on subsidiaries 197,720 147,456 132,053 (163,723)
Gains/losses on translation of other foreign operations (5,313,015) (4,132,971) (3,285,254) 3,176,803
Gains/losses on translation of foreign operations (5,115,295) (3,985,515) (3,153,201) 3,013,080
Cash flow hedge - gains/(losses)
Recognized in equity (Hedge reserve) (668,842) (168,554) (655,890) 517,194
Reclassified from equity (Hedge reserve) and included in profit or loss (117,170) (474,067) (23,254) (44,644)
Total cash flow hedge (786,012) (642,621) (679,144) 472,550
Items that will not be reclassified to profit or loss:
Recognition of actuarial gains/(losses) 4,230 1,763 (386) 537
Other comprehensive (loss)/income (5,897,077) (4,626,373) (3,832,731) 3,486,167
Total comprehensive (loss)/income 519,932 1,966,513 (1,234,971) 6,550,215
Attributable to:
Equity holders of Ambev 405,714 1,808,935 (1,250,183) 6,305,534
Non-controlling interest 114,218 157,578 15,212 244,681

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

AMBEV S.A.

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the period ended June 30

All amounts in thousands of Brazilian Reais unless otherwise stated

Attributable to equity holders of Ambev
Issued capital Capital reserves Net income reserves Retained earnings Carrying value adjustments Total Non-controlling interests Total equity
At January 1, 2022 58,042,464 55,187,188 31,191,640 - (61,778,261) 82,643,031 1,374,586 84,017,617
Net Income - - - 6,382,516 - 6,382,516 210,370 6,592,886
Comprehensive income:
Gains/(losses) on the translation of foreign operations - - - (3,936,782) (3,936,782) (48,733) (3,985,515)
Cash flow hedges - - - (638,316) (638,316) (4,305) (642,621)
Actuarial gains/(losses) - - - 1,517 1,517 246 1,763
Total comprehensive income - - - 6,382,516 (4,573,581) 1,808,935 157,578 1,966,513
Capital increase (Note 15) 88,053 (64,289) - - - 23,764 - 23,764
Effect of application of IAS 29 (hyperinflation) - - - 1,737,299 - 1,737,299 4,978 1,742,277
Gains/(losses) of controlling interest - - - - (2,736) (2,736) (249) (2,985)
Dividends paid - - - - - - (212,993) (212,993)
Purchases of shares, results from treasury shares and share-based payments - 52,833 - - - 52,833 - 52,833
At June 30, 2022 58,130,517 55,175,732 31,191,640 8,119,815 (66,354,578) 86,263,126 1,323,900 87,587,026

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

AMBEV S.A.

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the period ended June 30

All amounts in thousands of Brazilian Reais unless otherwise stated

Attributable to equity holders of Ambev
Issued capital Capital reserves Net income reserves Retained earnings Carrying value adjustments Total Non-controlling interests Total equity
At January 1, 2023 58,130,517 55,339,694 36,906,900 - (68,421,478) 81,955,633 1,372,194 83,327,827
Net Income - - - 6,202,549 - 6,202,549 214,460 6,417,009
Comprehensive income:
Gains/(losses) on the translation of foreign operations - - - (5,016,193) (5,016,193) (99,102) (5,115,295)
Cash flow hedges - - - (785,019) (785,019) (993) (786,012)
Actuarial gains/(losses) - - - 4,377 4,377 (147) 4,230
Total comprehensive income - - - 6,202,549 (5,796,835) 405,714 114,218 519,932
Capital increase (Note 15) 47,412 (32,869) - - - 14,543 - 14,543
Effect of application of IAS 29 (hyperinflation) - - - 2,529,854 - 2,529,854 6,053 2,535,907
Options granted on subsidiaries - - - - 4,700 4,700 - 4,700
Gains/(losses) of controlling interest - - - - (44) (44) - (44)
Tax on deemed dividends - - - - (4,029) (4,029) - (4,029)
Dividends paid - - - - - - (202,193) (202,193)
Purchases of shares, results from treasury shares and share-based payments - 168,232 - - - 168,232 1,096 169,328
At June 30, 2023 58,177,929 55,475,057 36,906,900 8,732,403 (74,217,686) 85,074,603 1,291,368 86,365,971

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

AMBEV S.A.

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

For the period ended June 30

All amounts in thousands of Brazilian Reais unless otherwise stated

Six-month period ended:
Note 2023 2022
Net income 6,417,009 6,592,886
Depreciation, amortization and impairment 3,230,756 2,800,578
Impairment losses on receivables and inventory 184,192 138,914
Additions/(reversals) in provisions and employee benefits 72,085 50,183
Net finance costs 20 2,071,346 1,092,175
Losses/(gains) on sale of property, plant and equipment and intangible assets (42,573) (45,913)
Equity-settled share-based payment expenses 22 181,910 150,980
Income tax expense 21 (167,412) 511,350
Share of result of joint ventures 16,603 5,610
Hedge operations results 23 (241,304) (496,216)
Other non-cash items included in profit (9,031) (18,376)
Cash flow from operating activities before changes in working capital and use of provisions 11,713,581 10,782,171
(Increase)/decrease in trade and other receivables (208,392) (19,864)
(Increase)/decrease in inventories (162,591) (2,175,958)
Increase/(decrease) in trade and other payables (5,885,419) (4,471,602)
Cash generated from operations 5,457,179 4,114,747
Interest paid (287,867) (213,628)
Interest received 372,445 383,633
Dividends received 5,278 5,053
Income tax paid (2,707,597) (1,567,846)
Cash flow from operating activities 2,839,438 2,721,959
Proceeds from sales of property, plant and equipment and intangible assets 58,276 58,204
Acquisitions of property, plant and equipment and intangible assets (2,448,695) (2,641,627)
Acquisitions of subsidiaries, net of cash acquired - (2,928)
Acquisitions of other investments (8,421) (30,000)
Investments in short-term debt securities and net proceeds/(acquisitions) of debt securities 99,743 341,820
Net proceeds/(acquisitions) of other assets - 15,000
Cash flow from investing activities (2,299,097) (2,259,531)
Capital increase 14,543 23,764
Proceeds/(repurchases) of treasury shares (25,082) (55,789)
Acquisitions of non-controlling interest - (52)
Proceeds from borrowings 38,362 127,875
Repayment of borrowings (131,991) (76,011)
Cash net of finance costs other than interests (1,938,602) (2,213,952)
Payment of lease liabilities (513,344) (371,976)
Dividends and interest on shareholders' equity paid (166,789) (164,925)
Cash flow from financing activities (2,722,903) (2,731,066)
Net increase/(decrease) in cash and cash equivalents (2,182,562) (2,268,638)
Cash and cash equivalents less bank overdrafts at the beginning of the year 14,852,092 16,597,184
Effect of exchange rate fluctuations on cash and cash equivalents (656,465) (717,867)
Cash and cash equivalents less bank overdrafts at the end of the year 12,013,065 13,610,679

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, 2023

All amounts in thousands 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") and AmBrew S.à.r.l ("Ambrew"), both of which are subsidiaries of Anheuser-Busch InBev N.V. ("AB InBev").

The interim financial statements were approved, in their final form, by the Board of Directors on August 02, 2023.

(b) Major corporate events in 2023 and 2022

Tax Credits - 2022

After the decision of the Federal Supreme Court ("STF") in the judgment of RE 574,706/PR, rendered in 2017 and ratified in May 2021, which declared the unconstitutionality of the inclusion of the ICMS in the taxable base of PIS and COFINS, the General Attorney's Office ("PGFN"), with binding effects, ruled on the content and effects of this decision. The PGFN normative (PGFN Opinion 14,483/2021) presented its understanding of the limits of the judgment and equated the procedures that must be observed by the Tax Administration in relation to the matter, especially with regard to issues related to the ICMS to be excluded from the taxable base of PIS and COFINS, temporal aspects regarding the applicability of the STF understanding (modulation of effects) and the impacts of said exclusion on the credits recorded by the purchasers upon acquisitions.

In view of the pacification and the binding understanding of the subject by the PGFN, the Company concluded in the second trimester of 2022 analysis that allowed an accounting recognition of R$1.2 billion at the same period, regarding the tax credit of the exclusion of the ICMS in the taxable base of PIS and COFINS in subsidiaries operations.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

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 over the Tranche B shares to be exercised starting in 2029. At June 30, 2023, there were no exercises for these options. The details of the assumptions used for these options are described in Note 23 (Item IV (d)).

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").

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, 2022. To avoid duplication of disclosures which are included in the annual financial statements, the following notes were not subject to full filing:

(a) Summary of significant accounting policies (Note 3);
(b) Trade receivables (Note 20);
(c) Intangibles (Note 15);
(d) Goodwill (Note 14);
(e) Interest-bearing loans and borrowings (Note 23);
(f) Employee benefits (Note 24);
(g) Changes in equity (Note 22);
(h) Additional information on operating expenses by nature (Note 10);
(i) Payroll and related benefits (Note 9);
(j) Contingencies (Note 30);
(k) Group companies (Note 32); and
(l) Insurance (Note 33).

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

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, 2023 compared to those presented in the financial statements for the years ended December 31, 2022.

(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

The revised standards and new standards, which became effective in 2023 are not applicable or did not have any material impact for the Company for the preparation of these consolidated financial statements.

Other Standards, Interpretations and Amendments to Standards

On May 25 2023, IASB issued changes in IAS 7 - Statement of Cash Flows and IFRS 7 - Financial Instruments: Disclosures, which establishes new disclosure requirements of supplier finance arrangements, known as reverse factoring. These requirements should be adopted by companies subject to IFRS from 2024 onwards.

Is not expected that these changes have a significant impact in the interim consolidated financial statements of the entity. In addition, there are no other standards, standard changes or IFRIC interpretations that still hasn't been in force and that may have a significant impact in entity's financial statements.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

(c) Foreign currency conversion

Exchange rates

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

Closing rate Average rate
Six-month period ended: Three-month period ended:
Currency Name Country 06/30/2023 12/31/2022 06/30/2023 06/30/2022 03/31/2023 03/31/2022
CAD Canadian Dollar Canada 3.6327 3.8540 3.7682 3.9808 3.8259 4.2043
DOP Dominican Peso Dominican Republic 0.0867 0.0925 0.0921 0.0902 0.0920 0.0944
USD US Dollar Panamá and Cuba 4.8192 5.2177 5.1171 5.0490 5.1736 5.3549
GTQ Quetzal Guatemala 0.6117 0.6623 0.6542 0.6547 0.6603 0.6915
ARS Argentinean Peso Argentina 0.0188 0.0295 0.0240 0.0464 0.0277 0.0511
BOB Bolivian Peso Bolivia 0.6924 0.7497 0.7352 0.7254 0.7433 0.7694
PYG Guarani Paraguay 0.0007 0.0007 0.0007 0.0007 0.0007 0.0008
UYU Uruguayan Peso Uruguay 0.1288 0.1302 0.1311 0.1190 0.1320 0.1224
CLP Chilean Peso Chile 0.0060 0.0061 0.0063 0.0061 0.0062 0.0065
BBD Barbadian Dollar Barbados 2.3757 2.5721 2.5225 2.4890 2.5504 2.6397
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 relating to 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.

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) joint arrangements;

(iv) accounting and financial reporting in hyperinflationary economies;

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

(v) current and deferred tax;

(vi) leases;

(vii) assets and liabilities recognition related to extemporaneous tax credits and debits;

(viii) employee benefits;

(ix) share-based payments;

(x) provisions and contingent liabilities, including tax contingencies;

(xi) measurement of financial instruments, including derivatives;

(xii) impairment and

(xiii) tax incentives and subsidized loans.

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. The Company and some of its subsidiaries 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.

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.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

5.CASH AND CASH EQUIVALENTS

06/30/2023 12/31/2022
Cash 103,871 280,850
Current bank accounts 5,048,662 5,990,271
Short-term bank deposits (i) 6,964,480 8,655,314
Cash and cash equivalents 12,117,013 14,926,435
Bank overdrafts (103,948) (74,343)
Cash and cash equivalents less bank overdraft 12,013,065 14,852,092

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

The cash and cash equivalents balance include the amount of R$2,505 million as at June 30, 2023 (R$3,083 million in 2022), which is not freely transferable to the parent company due to remittance restrictions in Cuba and Argentina.

6. INVESTMENT SECURITIES
06/30/2023 12/31/2022
Financial assets at fair value through profit or loss 313,504 454,497
Current investment securities 313,504 454,497
Investment on debt securities (i) 246,838 219,055
Non-current investment securities 246,838 219,055
Total 560,342 673,552

(i) The balance refers substantially to financial investments linked to tax incentives that do not have immediate convertibility into a known amount of cash.

7. INVENTORY
06/30/2023 12/31/2022
Finished goods 4,051,720 4,094,014
Work in progress 833,675 845,661
Raw materials and consumables 5,958,987 6,798,273
Spare parts and others 950,629 986,925
Prepayments 368,062 358,325
Impairment losses (108,051) (160,173)
12,055,022 12,923,025

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

The changes in impairment losses on inventory are as follows:

At December 31, 2021 (157,774)
Effects of movements in foreign exchange in the balance sheet 11,036
Provisions (108,447)
Write-off 126,036
At June 30, 2022 (129,149)
At December 31, 2022 (160,173)
Effects of movements in foreign exchange in the balance sheet 7,008
Provisions (124,315)
Write-off 169,429
At June 30, 2023 (108,051)
8. RECOVERABLE INDIRECT TAXES
06/30/2023 12/31/2022
PIS/COFINS exclusion of ICMS (i) 135,675 73,451
PIS/COFINS 306,185 242,665
ICMS 482,322 542,195
IPI 120,093 131,022
Other 164,197 55,481
Current 1,208,472 1,044,814
PIS/COFINS exclusion of ICMS (i) 6,009,283 5,992,800
ICMS 441,466 423,158
Other 376,859 292,815
Non-current 6,827,608 6,708,773
Total 8,036,080 7,753,587

(i) As detailed in Note 25 - Contingencies, the Company recognized 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.

From the first quarter of 2023, the nomenclature "Recoverable Taxes" was changed to "Recoverable Indirect Taxes".

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

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 and its subsidiaries, 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 follows:

Central America and the Caribbean from 15% to 27%
Latin America - South from 10% to 35%
Canada 26.5%
Luxembourg from 11.7% to 24.94%

Deferred tax assets are recognized to the extent that it is probable that future taxable profits are probable, which may be offset against recorded temporary differences at June 30, 2023.

The details of the amount of deferred income tax and social contribution by type of temporary difference are as follows:

06/30/2023 12/31/2022
Assets Liabilities Net Assets Liabilities Net
Investment securities 7,907 - 7,907 7,521 - 7,521
Intangible - (1,646,949) (1,646,949) - (1,690,219) (1,690,219)
Employee benefits 791,461 - 791,461 951,213 - 951,213
Trade payables 2,837,812 (2,863) 2,834,949 3,232,776 (2,884) 3,229,892
Trade receivables 43,115 (27,611) 15,504 38,620 (3,802) 34,818
Derivatives 37,722 (63,276) (25,554) 95,130 (44,806) 50,324
Interest-bearing loans and borrowings 485 (569) (84) 490 (893) (403)
Inventories 382,236 (93,917) 288,319 413,856 (139,281) 274,575
Property, plant and equipment 896,263 (2,135,977) (1,239,714) 899,531 (2,177,094) (1,277,563)
Withholding tax on undistributed profits and royalties - (1,336,479) (1,336,479) - (1,877,574) (1,877,574)
Investments in joint ventures - (421,589) (421,589) - (421,589) (421,589)
Interest on shareholders' equity 1,676,701 - 1,676,701 - - -
Losses carried forward 2,939,539 - 2,939,539 2,660,683 - 2,660,683
Provisions 1,000,980 (121,232) 879,748 819,288 - 819,288
Complement of income tax of foreign subsidiaries due in Brazil - (37,442) (37,442) - - -
Impact of the adoption of IFRS 16 (Leases) 34,498 (17,246) 17,252 35,061 (11,371) 23,690
ICMS on the assessment bases of PIS/COFINS - (156,812) (156,812) - (168,232) (168,232)
Other items 280,769 (523,541) (242,772) 260,861 (164,142) 96,719
Gross deferred tax assets/(liabilities) 10,929,488 (6,585,503) 4,343,985 9,415,030 (6,701,887) 2,713,143
Netting by taxable entity (2,859,788) 2,859,788 - (2,976,195) 2,976,195 -
Net deferred tax assets/(liabilities) 8,069,700 (3,725,715) 4,343,985 6,438,835 (3,725,692) 2,713,143

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, as determined by the IAS 12 - Income Taxes.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

The critical estimates of Ambev's Management, as well the main contingent liabilities related to uncertainty about the tax treatment of income, are disclosed in Notes 4 and 25, respectively.

As at June 30, 2023 the deferred tax assets and liabilities related to combined tax losses which are expected to be utilized or settled using temporary differences, as follows:

06/30/2023
Deferred taxes not related to tax losses to be realized until 12 months to be realized after 12 months Total
Investment securities - 7,907 7,907
Intangible (1,247) (1,645,702) (1,646,949)
Employee benefits 146,899 644,562 791,461
Trade payables (212,979) 3,047,928 2,834,949
Trade receivables 8,204 7,300 15,504
Derivatives (30,478) 4,924 (25,554)
Interest-bearing loans and borrowings (327) 243 (84)
Inventories 378,043 (89,724) 288,319
Property, plant and equipment 52,174 (1,291,888) (1,239,714)
Withholding tax on undistributed profits and royalties - (1,336,479) (1,336,479)
Investments in joint ventures - (421,589) (421,589)
Interest on shareholders' equity 1,676,701 - 1,676,701
Provisions 576,963 302,785 879,748
Complement of income tax of foreign subsidiaries due in Brazil (37,442) - (37,442)
Impact of the adoption of IFRS 16 (Leases) - 17,252 17,252
ICMS on the assessment bases of PIS/COFINS - (156,812) (156,812)
Other items 27,198 (269,970) (242,772)
Total 2,583,709 (1,179,263) 1,404,446

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, according to the actual figures for prior years, and the projections of the Company's business and its subsidiaries in the economies in which they are located, and thus is in compliance with the applicable fiscal and accounting rules, which in Brazil is limited to 30% of taxable income for the year.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Deferred tax related to tax losses 06/30/2023
2023 376,620
2024 134,594
2025 101,881
2026 106,593
2027 1,042,387
2028 to 2030 739,534
2031 to 2032 (i) 437,930
Total 2,939,539

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

As of June 30, 2023, besides the tax credits related to tax losses effectively recognized in the amounts disclosed above, other tax credits related to accumulated tax losses in the amount of R$725,522 (R$875,267 in 2022) - which are equivalent, in value basis, to R$2,750,720 at June 30, 2023 (R$3,359,497 in December 31, 2022) - were not recorded, since their realization is not probable in currently evaluation.

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

At December 31, 2022 2,713,143
Recognition of actuarial gains/(losses) (46)
Investment hedge - put option granted on subsidiaries (101,857)
Cash flow hedge - gains/(losses) 295,990
Gains/(losses) on translation of other foreign operations 122,772
Recognized in other comprehensive income 316,859
Recognized in the income statement 1,687,814
Changes directly in the balance sheet (373,831)
Recognized in deferred tax (382,119)
Effect of application of IAS 29 (hyperinflation) (382,119)
Recognized in other balance sheet group 8,288
At June 30, 2023 4,343,985
10. PROPERTY, PLANT AND EQUIPMENT
06/30/2023 12/31/2022
Property, plant and equipment 25,892,383 26,961,300
Right of use assets 3,392,399 3,094,390
29,284,782 30,055,690

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Land and buildings Plant and equipment Fixtures and fittings Under construction Total
Acquisition cost
At December 31, 2021 13,539,889 37,469,551 7,526,730 5,404,521 63,940,691
Effects of movements in foreign exchange in the balance sheet (1,075,903) (3,378,423) (879,479) (360,672) (5,694,477)
Effects of application of IAS 29 (hyperinflation) 870,517 2,890,991 744,355 252,720 4,758,583
Acquisitions 11,197 1,283,543 87,339 4,923,571 6,305,650
Disposals and write-offs (24,603) (1,531,367) (349,763) (10) (1,905,743)
Transfers from/(to) other asset categories 1,173,106 3,083,855 553,405 (5,870,382) (1,060,016)
At December 31, 2022 14,494,203 39,818,150 7,682,587 4,349,748 66,344,688
Effects of movements in foreign exchange in the balance sheet (941,152) (2,786,624) (750,277) (144,965) (4,623,018)
Effects of application of IAS 29 (hyperinflation) 673,463 2,367,399 601,916 96,308 3,739,086
Acquisitions 83 722,126 11,943 1,439,389 2,173,541
Disposals and write-offs (64) (386,311) (55,350) - (441,725)
Transfers from/(to) other asset categories 344,555 925,047 480,196 (2,217,623) (467,825)
Balance as at June 30, 2023 14,571,088 40,659,787 7,971,015 3,522,857 66,724,747
Land and buildings Plant and equipment Fixtures and fittings Under construction Total
Depreciation
At December 31, 2021 (4,449,481) (26,585,042) (6,242,098) - (37,276,621)
Effects of movements in foreign exchange in the balance sheet 243,770 2,311,071 767,887 - 3,322,728
Effects of application of IAS 29 (hyperinflation) (157,793) (1,938,440) (647,696) - (2,743,929)
Depreciation (436,447) (3,160,997) (579,654) - (4,177,098)
Disposals and write-offs 4,526 1,515,730 335,175 - 1,855,431
Transfers from/(to) other asset categories 57 32,721 7,341 - 40,119
Impairment losses (410) (403,637) 29 - (404,018)
At December 31, 2022 (4,795,778) (28,228,594) (6,359,016) - (39,383,388)
Effects of movements in foreign exchange in the balance sheet 208,287 1,901,547 652,307 - 2,762,141
Effects of application of IAS 29 (hyperinflation) (133,368) (1,751,459) (516,994) - (2,401,821)
Depreciation (236,541) (1,680,460) (272,779) - (2,189,780)
Disposals and write-offs 24 414,097 47,895 - 462,016
Transfers from/(to) other asset categories 6,149 423,785 (313,258) - 116,676
Impairment losses (15) (198,165) (28) - (198,208)
At June 30, 2023 (4,951,242) (29,119,249) (6,761,873) - (40,832,364)
Carrying amount:
At December 31, 2022 9,698,425 11,589,556 1,323,571 4,349,748 26,961,300
At June 30, 2023 9,619,846 11,540,538 1,209,142 3,522,857 25,892,383

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Right-of-use assets:

Buildings Machinery, equipment and vehicles Others Total
Acquisition cost
At December 31, 2021 2,307,181 2,023,890 111,705 4,442,776
Effects of movements in foreign exchange in the balance sheet (111,567) (11,725) (5,411) (128,703)
Additions 627,999 915,042 94,670 1,637,711
Write-offs (11,221) (252,542) - (263,763)
Transfers from/(to) other asset categories (114,039) 21,695 (7,816) (100,160)
At December 31, 2022 2,698,353 2,696,360 193,148 5,587,861
Effects of movements in foreign exchange in the balance sheet (77,621) (17,310) (12,390) (107,321)
Additions 258,692 912,806 18,264 1,189,762
Write-offs (54,649) (376,909) - (431,558)
Transfers from/(to) other asset categories 22,339 10,305 18,909 51,553
At June 30, 2023 2,847,114 3,225,252 217,931 6,290,297
Buildings Machinery, equipment and vehicles Others Total
Depreciation
At December 31, 2021 (1,101,199) (724,183) (57,203) (1,882,585)
Effects of movements in foreign exchange in the balance sheet 47,332 6,040 2,915 56,287
Depreciation (391,625) (415,310) (38,550) (845,485)
Write-offs 20,918 58,011 - 78,929
Transfers (from)/to other asset categories 77,057 11,799 10,527 99,383
At December 31, 2022 (1,347,517) (1,063,643) (82,311) (2,493,471)
Effects of movements in foreign exchange in the balance sheet 34,512 6,490 3,115 44,117
Depreciation (233,450) (288,828) (28,473) (550,751)
Write-offs 16,391 104,638 - 121,029
Transfers (from)/to other asset categories (12,809) (7,493) 1,480 (18,822)
At June 30, 2023 (1,542,873) (1,248,836) (106,189) (2,897,898)
Carrying amount:
At December 31, 2022 1,350,836 1,632,717 110,837 3,094,390
At June 30, 2023 1,304,241 1,976,416 111,742 3,392,399

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

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:

Rate %
Lease Term 06/30/2023 12/31/2022
2022 - 2026 11.06% 9.46%
2027 - 2031 10.89% 10.27%
2032 - 2036 16.29% 15.16%
11. GOODWILL
06/30/2023 12/31/2022
Balance at the end of the previous year 40,594,038 42,411,260
Effects of movements in foreign exchange in the balance sheet (2,460,791) (3,510,494)
Effect of application of IAS 29 (hyperinflation) 1,186,590 1,709,880
Acquisitions, (write-offs) and disposal through business combinations - (16,608)
Balance at the end of the year 39,319,837 40,594,038

The carrying amount of goodwill was allocated to the different cash-generating units as follows:

Functional currency 06/30/2023 12/31/2022
Brazil BRL 17,702,415 17,702,415
Goodwill 102,945,048 102,945,048
Non-controlling transactions (i) (85,242,633) (85,242,633)
CAC:
Dominican Republic DOP 3,966,208 4,231,606
Panama PAB 1,675,230 1,813,772
Latin America - South:
Argentina ARS 3,393,194 3,462,984
Bolivia BOB 1,704,650 1,845,619
Chile CLP 52,526 53,094
Paraguay PYG 890,533 953,771
Uruguay UYU 191,061 193,108
Canada CAD 9,744,020 10,337,669
39,319,837 40,594,038

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

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Impairment testing

The impairment test is updated annually 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. There are no indications of impairment until June 30, 2023.

12. TRADE PAYABLES
06/30/2023 12/31/2022
Trade payables 17,470,730 23,498,099
Related parties (Note 26) 1,109,233 830,430
Current 18,579,963 24,328,529
Trade payables 140,754 165,871
Related parties (Note 26) 299,754 343,556
Non-current 440,508 509,427
Total 19,020,471 24,837,956

The Company recognizes its third party and related party vendor obligations in trade payables line. When relevant, vendor trade payables are adjusted at present value. Therefore, the present value adjustment recorded for trade payables, at June 30, 2023 is R$289 million (R$367 million at December 31, 2022).

The controlled companies in Argentina, Chile, Paraguay and Panama have transactions with discounted trade bills with endorsement (trade payables securitization) with vendors in the amount of R$153.1 million at June 30, 2023 (R$219.3 million at December 31, 2022). In general, the abovementioned discounted trade bills transactions occur by legal impositions existing in these jurisdictions. These transactions maintain commercial characteristics since there are no changes in previously established conditions and its vendor's choice to carry out the anticipation of its trade receivables with the Company.

13. INTEREST-BEARING LOANS AND BORROWINGS
06/30/2023 12/31/2022
Secured bank loans 31,277 54,536
Other unsecured loans 136,243 144,424
Lease liabilities 1,152,906 783,609
Current liabilities 1,320,426 982,569
Secured bank loans 111,744 126,240
Other unsecured loans 323,031 328,116
Lease liabilities 2,237,082 2,333,781
Non-current liabilities 2,671,857 2,788,137

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Additional information regarding the exposure of the Company to interest rate risk, foreign currency risk and debt repayment schedule risk is disclosed in Note 23 - Financial instruments and risks.

Contractual clauses (Covenants)

As June 30, 2023, as well as at December 31, 2022, 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 various guarantees as collateral, such as warranty or real estate, or are unsecured. Most loan contracts contain contractual covenants, including: financial covenants, including actions that can reduce the ability to pay the loans; maintenance of the Company's assets, purposing to assure that all remain under usage condition; 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 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.

Lastly, regarding the tax incentives on financing or subsidized loans, these are subject to the fulfillment of several commitments according to the legislation or contracts upon which those incentives are based on, such as (i) maintenance of jobs or job creation; (ii) realization of investments; (iii) increase in production capacity; (iv) commitment to collect ICMS; (v)

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

maintenance of fiscal good standing; among others, obligations that refer to facts under the Company's control. These commitments are applicable as from the signature date of the respective contracts related to fiscal benefits.

As at June 30, 2023, as well as at December 31, 2022, the Company was in compliance with all of its contractual obligations for its loans and financing.

14. PROVISIONS

(a) Provision changes

Balance as at December 31, 2021 Effect of changes in foreign exchange rates Additions Provisions used Provisions reversed Balance as at December 31, 2022
Provision for disputes and litigation
Taxes on sales 218,553 - 157,621 (85,842) (43,384) 246,948
Labor 124,188 (4,605) 194,228 (161,975) (19,735) 132,101
Civil 252,954 (17,537) 312,731 (196,613) (15,601) 335,934
Other taxes 162,989 (8,097) 60,145 (7,181) (14,927) 192,929
Total provision for disputes and litigation 758,684 (30,239) 724,725 (451,611) (93,647) 907,912
Restructuring 17,406 (2,015) - (3,594) - 11,797
Total provisions 776,090 (32,254) 724,725 (455,205) (93,647) 919,709
Balance as at December 31, 2022 Effect of changes in foreign exchange rates Additions Provisions used Provisions reversed Balance as at June 30, 2023
Provision for disputes and litigation
Taxes on sales 246,948 - 22,968 (7,215) (6,953) 255,748
Labor 132,101 (2,646) 109,114 (70,389) (9,419) 158,761
Civil 335,934 (11,157) 55,114 (4,165) (17,083) 358,643
Other taxes 192,929 (5,836) 4,858 (3,881) (15,223) 172,847
Total provision for disputes and litigation 907,912 (19,639) 192,054 (85,650) (48,678) 945,999
Restructuring 11,797 (368) - (8,617) - 2,812
Total provisions 919,709 (20,007) 192,054 (94,267) (48,678) 948,811

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

(b) Expected settlement
06/30/2023 12/31/2022
Current Non-current Total Current Non-current Total
Provision for disputes and litigation
Taxes on sales 106,772 148,976 255,748 53,103 193,845 246,948
Labor 58,041 100,720 158,761 27,210 104,891 132,101
Civil 282,271 76,372 358,643 72,891 263,043 335,934
Other taxes 29,771 143,076 172,847 22,925 170,004 192,929
Total provision for disputes and litigation 476,855 469,144 945,999 176,129 731,783 907,912
Restructuring 2,812 - 2,812 4,598 7,199 11,797
Total provisions 479,667 469,144 948,811 180,727 738,982 919,709

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, considered as probable likelihood of loss. Such proceedings include, among others, tax offsetting, appropriation of tax credits and alleged insufficient payment of the respective taxes.

(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 and its subsidiaries are 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 likelihood of loss are disclosed in Note 25 - Contingencies.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

15.CHANGES IN EQUITY

(a) Capital stock

06/30/2023 12/31/2022
Thousands of common shares Thousands of Real Thousands of common shares Thousands of Real
Beginning balance 15,750,217 58,130,517 15,744,452 58,042,464
Capital increase (i) 3,616 47,412 5,765 88,053
Final balance (ii) 15,753,833 58,177,929 15,750,217 58,130,517

(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, 2022 (1,037,711) 53,662,811 700,898 1,861,190 55,187,188
Capital increase - - - (64,289) (64,289)
Purchases of shares, results from treasury shares and share-based payments (37,700) - - 90,533 52,833
At June 30, 2022 (1,075,411) 53,662,811 700,898 1,887,434 55,175,732
Capital Reserves
Treasury shares Share Premium Other capital reserves Share-based Payments Total
At January 1, 2023 (1,073,506) 53,662,811 700,898 2,049,491 55,339,694
Capital increase - - - (32,869) (32,869)
Purchases of shares, results from treasury shares and share-based payments 18,154 - - 150,078 168,232
At June 30, 2023 (1,055,352) 53,662,811 700,898 2,166,700 55,475,057

(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 follows:

Acquisition/realization of shares Result of Treasury Shares Total Treasury Shares
Thousands of shares Thousands of Brazilian Reais Thousands of shares Thousands of Brazilian Reais
At January 1, 2022 5,783 (98,140) (939,571) (1,037,711)
Changes during the year 2,820 (35,634) (2,066) (37,700)
At June 30, 2022 8,603 (133,774) (941,637) (1,075,411)

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Acquisition/realization of shares Result of Treasury Shares Total Treasury Shares
Thousands of shares Thousands of Brazilian Reais Thousands of shares Thousands of Brazilian Reais
At January 1, 2023 8,482 (131,877) (941,629) (1,073,506)
Changes during the year (1,338) 21,540 (3,386) 18,154
At June 30, 2023 7,144 (110,337) (945,015) (1,055,352)

(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, reimburse 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$181,910 on June 30, 2023 (R$150,980 at June 30, 2022) (Note 22 - Share-based payments).

(c) Net income reserves

Net income reserves
Investments reserve Legal reserve Fiscal incentive Total
At January 1, 2022 18,359,259 4,456 12,827,925 31,191,640
At June 30, 2022 18,359,259 4,456 12,827,925 31,191,640
Net income reserves
Investments reserve Legal reserve Fiscal incentive Total
At January 1, 2023 22,055,901 4,456 14,846,543 36,906,900
At June 30, 2023 22,055,901 4,456 14,846,543 36,906,900

There was no change in net income reserves in the second quarter of 2022 and 2023.

(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, as defined in the Company's bylaws. This reserve cannot exceed 80% of capital stock. If this limit is exceeded, the General Meeting shall deliberate about the distribution of the amount to shareholders or capital increase.

(c.2) Legal reserve

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

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

(c.3) Tax incentives

The Company recognizes in its equity, in the net income reserves line, the fiscal incentives regarding government subsidies at the respective fiscal year.

In general, these incentives are related to industrial development programs to generate employment, promote regional decentralization, and complement and diversify the industrial base of the states. In these states, the grace periods and use and reductions are set out according to the legislation upon which those incentives are based on, depending on their nature, when conditions for obtaining these grants exist, they are under Company's control. The treatment due to the incentives comply with current federal, state and municipal legislations, specially with Complementary Federal Law 160/2017 and by Convênio CONFAZ 190/2017, as well as Federal Law 12,973/2014. State fiscal incentives related to sales taxes are recognized as government subsidies for investments, aligned with the STJ interpretation manifested in the judgment ERESP nº 1,517,492/PR, as of the judgment of subject nº 1,182.

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 the following:

06/30/2023 12/31/2022
ICMS (Brazilian state value-added tax) 1,404,170 1,093,627
Income tax 47,678 101,960
1,451,848 1,195,587

(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 by the Company in the six-month periods ended June 30, 2022 and June 30, 2023.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

(d) Carrying value adjustments

Carrying value adjustments
Translation reserves Cash flow hedge Actuarial gains/ (losses) Put option granted on subsidiary Gains/(losses) of non-controlling interest's share Business combination Accounting adjustments for transactions between shareholders Total
At January 1, 2022 13,526,157 1,225,253 (1,131,476) (6,666) (121,599) 156,091 (75,426,021) (61,778,261)
Comprehensive income:
Gains/(losses) on the translation of foreign operations (3,936,782) - - - - - - (3,936,782)
Cash flow hedges - (638,316) - - - - - (638,316)
Actuarial gains/(losses) - - 1,517 - - - - 1,517
Total comprehensive income (3,936,782) (638,316) 1,517 - - - - (4,573,581)
Gains/(losses) of controlling interest - - - - (2,736) - - (2,736)
At June 30, 2022 9,589,375 586,937 (1,129,959) (6,666) (124,335) 156,091 (75,426,021) (66,354,578)
Carrying value adjustments
Translation reserves Cash flow hedge Actuarial gains/ (losses) Put option granted on subsidiary Gains/(losses) of non-controlling interest's share Business combination Accounting adjustments for transactions between shareholders Total
At January 1, 2023 6,753,983 908,521 (664,985) (6,666) (130,578) 156,091 (75,437,844) (68,421,478)
Comprehensive income:
Gains/(losses) on the translation of foreign operations (5,016,193) - - - - - - (5,016,193)
Cash flow hedges - (785,019) - - - - - (785,019)
Actuarial gains/(losses) - - 4,377 - - - - 4,377
Total comprehensive income (5,016,193) (785,019) 4,377 - - - - (5,796,835)
Options granted on subsidiaries - - - 4,700 - - - 4,700
Gains/(losses) of controlling interest - - - - (44) - - (44)
Tax on deemed dividends - - - - (4,029) - - (4,029)
At June 30, 2023 1,737,790 123,502 (660,608) (1,966) (134,651) 156,091 (75,437,844) (74,217,686)

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands 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 23 - 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.

(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 Companhia de Bebidas das Américas ("Former Ambev"), and 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, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

16. SEGMENT REPORTING
(a) Reportable segments six-month-period ended in:
Brazil CAC (i) Latin America - South (ii) Canada Consolidated
06/30/2023 06/30/2022 06/30/2023 06/30/2022 06/30/2023 06/30/2022 06/30/2023 06/30/2022 06/30/2023 06/30/2022
Net sales 21,412,744 19,050,551 4,779,140 4,506,717 8,397,960 8,051,612 4,840,013 4,819,267 39,429,857 36,428,147
Cost of sales (11,270,571) (10,364,678) (2,376,802) (2,322,919) (4,048,802) (4,090,924) (2,071,118) (2,010,219) (19,767,293) (18,788,740)
Gross profit 10,142,173 8,685,873 2,402,338 2,183,798 4,349,158 3,960,688 2,768,895 2,809,048 19,662,564 17,639,407
Distribution expenses (3,081,399) (2,721,701) (466,150) (454,647) (1,099,929) (1,020,317) (950,923) (947,329) (5,598,401) (5,143,994)
Sales and marketing expenses (2,156,816) (1,825,768) (355,068) (279,920) (757,137) (727,030) (562,648) (560,140) (3,831,669) (3,392,858)
Administrative expenses (1,677,789) (1,561,228) (216,404) (129,335) (429,125) (410,923) (297,838) (366,752) (2,621,156) (2,468,238)
Other operating income/(expenses) 822,339 1,549,149 4,458 34,910 37,951 33,874 12,765 8,220 877,513 1,626,153
Exceptional items (121,888) (19,263) (14,164) (8,648) (15,253) (30,538) - - (151,305) (58,449)
Income from operations 3,926,620 4,107,062 1,355,010 1,346,158 2,085,665 1,805,754 970,251 943,047 8,337,546 8,202,021
Net finance costs (1,312,168) (217,710) (76,298) 13,090 (610,256) (814,376) (72,624) (73,179) (2,071,346) (1,092,175)
Share of results of joint ventures (4,820) (4,827) 1,119 (934) - - (12,902) 151 (16,603) (5,610)
Income before income tax 2,609,632 3,884,525 1,279,831 1,358,314 1,475,409 991,378 884,725 870,019 6,249,597 7,104,236
Income tax expense 1,401,942 595,527 (359,790) (423,410) (490,571) (367,382) (384,169) (316,085) 167,412 (511,350)
Net income 4,011,574 4,480,052 920,041 934,904 984,838 623,996 500,556 553,934 6,417,009 6,592,886
EBITDA 5,883,804 5,685,192 1,757,591 1,682,455 2,692,522 2,377,774 1,217,782 1,251,568 11,551,699 10,996,989
Depreciation, amortization and impairment (1,962,004) (1,582,957) (401,462) (337,231) (606,857) (572,020) (260,433) (308,370) (3,230,756) (2,800,578)
Net finance costs (1,312,168) (217,710) (76,298) 13,090 (610,256) (814,376) (72,624) (73,179) (2,071,346) (1,092,175)
Income tax expense 1,401,942 595,527 (359,790) (423,410) (490,571) (367,382) (384,169) (316,085) 167,412 (511,350)
Net income 4,011,574 4,480,052 920,041 934,904 984,838 623,996 500,556 553,934 6,417,009 6,592,886
EBITDA margin as a % 27.5% 29.8% 36.8% 37.3% 32.1% 29.5% 25.2% 26.0% 29.3% 30.2%
Acquisition of property, plant and equipment 1,619,067 1,688,895 270,991 438,729 423,401 408,914 135,236 105,089 2,448,695 2,641,627

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

(continued)

Brazil CAC (i) Latin America - South (ii) Canada Consolidated
06/30/2023 12/31/2022 06/30/2023 12/31/2022 06/30/2023 12/31/2022 06/30/2023 12/31/2022 06/30/2023 12/31/2022
Segment assets 57,244,433 57,353,828 14,070,783 15,385,644 20,560,944 22,044,529 15,786,450 16,093,315 107,662,610 110,877,316
Intersegment elimination (2,442,940) (2,533,082)
Non-segmented assets 28,074,745 29,613,849
Total assets 133,294,415 137,958,083
Segment liabilities 23,352,157 29,153,247 4,301,395 5,097,957 5,001,790 6,843,640 4,402,217 5,053,663 37,057,559 46,148,507
Intersegment elimination (2,442,936) (2,534,093)
Non-segmented liabilities 98,679,792 94,343,669
Total liabilities 133,294,415 137,958,083

(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, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

(b) Reportable segments - three-month periods ended in:
Brazil CAC (i) Latin America - South (ii) Canada Consolidated
06/30/2023 06/30/2022 06/30/2023 06/30/2022 06/30/2023 06/30/2022 06/30/2023 06/30/2022 06/30/2023 06/30/2022
Net sales 10,366,028 9,452,346 2,473,541 2,223,859 3,266,016 3,449,016 2,792,529 2,863,774 18,898,114 17,988,995
Cost of sales (5,478,287) (5,266,615) (1,252,838) (1,157,144) (1,715,925) (1,754,798) (1,188,559) (1,195,697) (9,635,609) (9,374,254)
Gross profit 4,887,741 4,185,731 1,220,703 1,066,715 1,550,091 1,694,218 1,603,970 1,668,077 9,262,505 8,614,741
Distribution expenses (1,507,482) (1,336,809) (249,343) (261,029) (449,563) (494,646) (475,317) (522,491) (2,681,705) (2,614,975)
Sales and marketing expenses (1,243,599) (1,058,889) (178,201) (136,859) (377,746) (383,150) (290,823) (296,984) (2,090,369) (1,875,882)
Administrative expenses (855,249) (806,332) (108,032) (71,810) (212,493) (212,291) (139,830) (204,369) (1,315,604) (1,294,802)
Other operating income/(expenses) 375,735 1,212,356 (6,750) 10,785 21,420 10,946 6,032 5,344 396,437 1,239,431
Exceptional items (103,941) (6,054) (11,937) (4,284) (7,538) (20,885) - - (123,416) (31,223)
Income from operations 1,553,205 2,190,003 666,440 603,518 524,171 594,192 704,032 649,577 3,447,848 4,037,290
Net finance costs (600,781) 82,934 (68,159) 25,833 (370,662) (547,563) (33,882) (56,666) (1,073,484) (495,462)
Share of results of joint ventures (2,642) (2,435) 63 (771) - - 148 - (2,431) (3,206)
Income before income tax 949,782 2,270,502 598,344 628,580 153,509 46,629 670,298 592,911 2,371,933 3,538,622
Income tax expense 732,390 (42,141) (151,227) (188,765) (94,400) (43,770) (260,936) (199,898) 225,827 (474,574)
Net income 1,682,172 2,228,361 447,117 439,815 59,109 2,859 409,362 393,013 2,597,760 3,064,048
EBITDA 2,572,480 2,991,072 908,312 794,449 830,340 883,722 838,204 834,456 5,149,336 5,503,699
Depreciation, amortization and impairment (1,021,917) (803,504) (241,809) (191,702) (306,169) (289,530) (134,024) (184,879) (1,703,919) (1,469,615)
Net finance costs (600,781) 82,934 (68,159) 25,833 (370,662) (547,563) (33,882) (56,666) (1,073,484) (495,462)
Income tax expense 732,390 (42,141) (151,227) (188,765) (94,400) (43,770) (260,936) (199,898) 225,827 (474,574)
Net income 1,682,172 2,228,361 447,117 439,815 59,109 2,859 409,362 393,013 2,597,760 3,064,048
EBITDA margin as a % 24.8% 31.6% 36.7% 35.7% 25.4% 25.6% 30.0% 29.1% 27.2% 30.6%

(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, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

(c)Additional information -by business unit:

Six-month period ended: Three-month period ended:
Brazil Brazil
Beer Soft drinks and
Non-alcoholic and
non-carbonated
Total Beer Soft drinks and
Non-alcoholic and
non-carbonated
Total
06/30/2023 06/30/2022 06/30/2023 06/30/2022 06/30/2023 06/30/2022 06/30/2023 06/30/2022 06/30/2023 06/30/2022 06/30/2023 06/30/2022
Net sales 17,980,803 16,013,087 3,431,941 3,037,464 21,412,744 19,050,551 8,710,651 7,912,900 1,655,377 1,539,446 10,366,028 9,452,346
Cost of sales (9,332,855) (8,511,622) (1,937,716) (1,853,056) (11,270,571) (10,364,678) (4,541,364) (4,319,455) (936,923) (947,160) (5,478,287) (5,266,615)
Gross profit 8,647,948 7,501,465 1,494,225 1,184,408 10,142,173 8,685,873 4,169,287 3,593,445 718,454 592,286 4,887,741 4,185,731
Distribution expenses (2,488,770) (2,232,799) (592,629) (488,902) (3,081,399) (2,721,701) (1,223,347) (1,090,256) (284,135) (246,553) (1,507,482) (1,336,809)
Sales and marketing expenses (1,913,535) (1,661,855) (243,281) (163,913) (2,156,816) (1,825,768) (1,089,889) (953,225) (153,710) (105,664) (1,243,599) (1,058,889)
Administrative expenses (1,449,747) (1,364,164) (228,042) (197,064) (1,677,789) (1,561,228) (740,253) (704,018) (114,996) (102,314) (855,249) (806,332)
Other operating income/(expenses) 603,530 1,300,351 218,809 248,798 822,339 1,549,149 254,743 1,018,298 120,992 194,058 375,735 1,212,356
Exceptional items (121,888) (17,473) - (1,790) (121,888) (19,263) (106,154) (4,832) 2,213 (1,222) (103,941) (6,054)
Income from operations 3,277,538 3,525,525 649,082 581,537 3,926,620 4,107,062 1,264,387 1,859,412 288,818 330,591 1,553,205 2,190,003
Net finance costs (1,312,168) (217,710) - - (1,312,168) (217,710) (600,781) 82,934 - - (600,781) 82,934
Share of results of joint ventures (4,820) (4,827) - - (4,820) (4,827) (2,642) (2,435) - - (2,642) (2,435)
Income before income tax 1,960,550 3,302,988 649,082 581,537 2,609,632 3,884,525 660,964 1,939,911 288,818 330,591 949,782 2,270,502
Income tax expense 1,401,942 595,527 - - 1,401,942 595,527 732,390 (42,141) - - 732,390 (42,141)
Net income 3,362,492 3,898,515 649,082 581,537 4,011,574 4,480,052 1,393,354 1,897,770 288,818 330,591 1,682,172 2,228,361
EBITDA 5,020,009 4,916,436 863,795 768,756 5,883,804 5,685,192 2,193,773 2,566,722 378,707 424,350 2,572,480 2,991,072
Depreciation, amortization and impairment (1,747,291) (1,395,738) (214,713) (187,219) (1,962,004) (1,582,957) (932,028) (709,745) (89,889) (93,759) (1,021,917) (803,504)
Net finance costs (1,312,168) (217,710) - - (1,312,168) (217,710) (600,781) 82,934 - - (600,781) 82,934
Income tax expense 1,401,942 595,527 - - 1,401,942 595,527 732,390 (42,141) - - 732,390 (42,141)
Net income 3,362,492 3,898,515 649,082 581,537 4,011,574 4,480,052 1,393,354 1,897,770 288,818 330,591 1,682,172 2,228,361
EBITDA margin as a % 27.9% 30.7% 25.2% 25.3% 27.5% 29.8% 25.2% 32.4% 22.9% 27.6% 24.8% 31.6%

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

17. NET SALES

In compliance with the Federal Law 6,404/76, Company discloses the reconciliation between gross sales and net sales presented in the consolidated income statement. The values by each operational segment are disclosed in note 16 - Segment reporting.

Six-month period ended: Three-month period ended:
06/30/2023 06/30/2022 06/30/2023 06/30/2022
Gross sales and/or services 60,410,057 57,630,920 28,604,820 28,323,374
Excise duty (12,146,959) (11,305,015) (5,907,359) (5,692,547)
Discounts (8,833,241) (9,897,758) (3,799,347) (4,641,832)
39,429,857 36,428,147 18,898,114 17,988,995

At gross sales and/or services line, the Company recognizes the best estimate received or to be received regarding the products and services offered for its clients. Gross sales are disclosed before taxes and discounts.

The gross sales obtained by the Company, in general, are subject to the incidence of certain taxes and contributions, which are calculated and paid to fiscal authorities in accordance with current federal, municipal and state legislation, and do not result in equity increase for the Group. These taxes and contributions are deducted from gross sales and relate substantially to tax on transactions concerning the circulation of goods ("ICMS"), social integration program ("PIS"), contribution to social security financing ("COFINS"), tax on manufactured products ("IPI") and tax on services of any nature ("ISSQN") in Brazil. At the period and on June 30, 2023 the Company calculated R$648,680 million of fiscal incentives (R$539,895 million at December 31, 2022), which are registered in the net revenue.

The discounts and rebates are also deducted from the Company's gross sales.

18. OTHER OPERATING INCOME/(EXPENSES)
Six-month period ended: Three-month period ended:
06/30/2023 06/30/2022 06/30/2023 06/30/2022
Government grants/net present value of long-term fiscal incentives 755,489 553,733 385,976 321,378
Extemporaneous credits/(debits) (i) - 1,013,521 - 922,065
(Additions)/reversals of provisions (11,706) (11,013) (3,430) 1,581
Gains/(losses) on disposals of property, plant and equipment, intangible assets and the operations of associates 42,573 45,913 14,496 12,490
Other operating income/(expenses), net 91,157 23,999 (605) (18,083)
877,513 1,626,153 396,437 1,239,431

(i) As detailed in Note 25 - Contingencies, the Company has recognized PIS and COFINS credits arising from the exclusion of ICMS from its calculation basis, in the item Other operating income/(expenses).

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

According to market practices and our accounting policy, the Company recognizes, in other operating income/(expenses) line, tax incentives granted as rate reduction, calculation basis reduction, financing or subsidized loans, presumed credit, deferred payment or partial reductions of due state tax payable.

Government grants are not recognized until there is reasonable assurance that the Company will meet the respective conditions and obligations related to governmental terms.

19. EXCEPTIONAL ITEMS
Six-month period ended: Three-month period ended:
06/30/2023 06/30/2022 06/30/2023 06/30/2022
Restructuring (i) (56,295) (41,972) (28,406) (25,414)
COVID-19 impacts (ii) - (15,567) - (4,899)
Legal fees (iii) (94,670) - (94,670) -
Effect of application of IAS 29 (hyperinflation) (340) (910) (340) (910)
(151,305) (58,449) (123,416) (31,223)

(i) The restructuring expenses primarily related to centralized projects and resizing in the Brazil, Latin America and CAC.

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

(iii) In 2003 some holders of warrants issued by Cervejaria Brahma filed lawsuits in order to discuss the criteria used in calculating the exercise price of such warrants. In 2023, the Company obtained some final favorable decisions on the matter, which was already classified as a remote loss. The amount recorded in this line refers to the provision for legal fees related to this matter.

20. FINANCE EXPENSES AND INCOME
(a) Finance expenses
Six-month period ended: Three-month period ended:
06/30/2023 06/30/2022 06/30/2023 06/30/2022
Interest expense (1,276,412) (957,469) (659,603) (559,707)
Net interest on pension plans (59,307) (53,650) (29,247) (25,707)
Losses on hedging instruments (1,101,882) (1,553,745) (462,258) (845,997)
Interest on provision for disputes and litigation (90,301) (96,810) (72,987) (57,787)
Exchange variations (597,475) (247,366) (320,028) (121,903)
Tax on financial transactions (123,388) (146,615) (64,984) (85,927)
Bank guarantee expenses (114,910) (97,931) (77,548) (58,776)
Other financial results (176,819) (298,972) (121,673) (73,661)
Total of finance expenses (3,540,494) (3,452,558) (1,808,328) (1,829,465)

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Interest expenses are presented net of the effects of interest rate derivative financial instruments which mitigate Company's interest rate risk (Note 23 -Financial instruments and risks). The interest expenses are as follows:

Six-month period ended: Three-month period ended:
06/30/2023 06/30/2022 06/30/2023 06/30/2022
Financial instruments measured at amortized cost (352,090) (280,264) (200,200) (169,710)
Financial instruments at fair value through profit or loss (i) (924,322) (677,205) (459,403) (389,997)
Total (1,276,412) (957,469) (659,603) (559,707)

(i) Include R$715 million (R$525 million at June 30, 2022) as accounts payable present value adjustment.

(b) Finance income
Six-month period ended: Three-month period ended:
06/30/2023 06/30/2022 06/30/2023 06/30/2022
Interest income 865,826 1,154,072 521,408 756,804
Interest and foreign exchange rate on loans to/from related parties 18,349 14,964 1,550 11,642
Other financial results 192,230 409,000 109,058 114,336
Total 1,076,405 1,578,036 632,016 882,782
Effect of application of IAS 29 (hyperinflation) 392,743 782,347 102,828 451,221
Total of finance income 1,469,148 2,360,383 734,844 1,334,003

Interest income arises from the following financial assets:

Six-month period ended: Three-month period ended:
06/30/2023 06/30/2022 06/30/2023 06/30/2022
Cash and cash equivalents 350,903 215,159 202,084 137,652
Investment on debt securities 29,467 84,147 8,682 37,757
Other receivables (i) 485,456 854,766 310,642 581,395
Total 865,826 1,154,072 521,408 756,804

(i) Refers, mainly, to monetary adjustment of recoverable taxes.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

21. INCOME TAX AND SOCIAL CONTRIBUTION

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

Six-month period ended: Three-month period ended:
06/30/2023 06/30/2022 06/30/2023 06/30/2022
Income tax expense - current (1,520,402) (2,451,893) (670,445) (2,189,517)
Deferred tax expense on temporary differences 1,408,958 1,940,416 824,014 1,718,975
Deferred tax on tax loss carryforward movements in the current period 278,856 127 72,258 (4,032)
Total deferred tax (expense)/income 1,687,814 1,940,543 896,272 1,714,943
Total income tax expenses 167,412 (511,350) 225,827 (474,574)

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:
06/30/2023 06/30/2022 06/30/2023 06/30/2022
Profit before tax 6,249,597 7,104,236 2,371,933 3,538,622
Adjustment on a taxable basis
Others non-taxable income (490,914) (574,695) (340,483) (493,560)
Government grants related to sales taxes (1,404,170) (1,093,627) (721,470) (607,291)
Share of results of joint ventures 16,603 5,610 2,431 3,206
Non-deductible expenses 19,594 51,187 3,367 43,783
Worldwide taxation 260,655 104,648 114,242 (41,252)
4,651,365 5,597,359 1,430,020 2,443,508
Aggregated weighted nominal tax rate 28.48% 29.66% 24.34% 30.57%
Taxes payable - nominal rate (1,324,696) (1,660,005) (348,088) (746,965)
Adjustment on tax expense
Income tax incentives 47,678 101,960 19,721 80,581
Deductible interest on shareholders' equity 1,676,701 1,352,781 820,019 606,174
Tax savings from goodwill amortization 8,579 18,629 4,290 4,289
Withholding income tax (100,764) (34,453) (43,208) (205,078)
Recognition/(write-off) of deferred charges on tax losses (94,383) (46,761) (84,542) (42,345)
Effect of application of IAS 29 (hyperinflation) (257,581) (108,431) (136,990) (70,930)
Others with reduced taxation 211,878 (135,070) (5,375) (100,300)
Income tax and social contribution expense 167,412 (511,350) 225,827 (474,574)
Effective tax rate -2.68% 7.20% -9.52% 13.41%

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

· Government subsidy for sales taxes: for regional incentives and economic development policies, these are related primarily to local production, contributing to economic and social impact, and, when reinvested, are not subject to income tax and social contribution, 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") reflected in other operating income or net sales depending on its nature. Still, the abovementioned amount is annually allocated to net income reserves, in accordance with item (c.3) "Tax incentives" from note 15 - Changes in Equity.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

· 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 amount recognized in 2023 is mainly due to the exchange rate variation of the deferred income tax balances.
· Deductible interest on shareholders' equity: under Brazilian law, companies have an option to remunerate their shareholders through the payment of Interest on Capital ("IOC"), which amounts are impacted by taxable result, net income reserves and by the long-term interest rate ("TJLP"). Such earnings are deductible for income tax purposes.
· Effect of application of IAS 29 (hyperinflation): our subsidiary in Argentina, for operating in a hyperinflationary economy, is subject to monetary correction of non-financial assets and liabilities, equity and income statement, which, at times, reflects in the consolidated effective tax rate and implies variation between periods.
22. SHARE-BASED PAYMENTS

Currently the Company has two plans for share-based payment programs: (i) the Stock Option Plan, approved in Extraordinary General Meeting of July 30, 2013 ("Stock Option Plan"), and (ii) the Share-based Payment Plan approved in Extraordinary General Meeting of April 29, 2016, amended in Extraordinary General Meeting of April 24, 2020 ("Share-Based Plan"). In each plan different restricted stock options and share-based payment programs are issued periodically which allow the employees and senior management of the Company and its subsidiaries to acquire, through the exercise of stock options, or receive shares of the Company.

(i) Stock Option Plan

There are three models of stock options that were or may be granted under the Stock Option Plan.

Under the first model, beneficiaries, in accordance with their internal category, could choose between allocating (a) 30% or 100%, (b) 40% or 100%, and (c) 60% or 100% of the amounts received by them as profit sharing, regarding the immediate year to the exercise of stock options, thereby allowing them to acquire the corresponding amount of Ambev shares. Under this model, a substantial part of the shares acquired is to be delivered only within five years from the corresponding stock option grant date. During such five-year period, the beneficiary must remain employed at Ambev or in any other company of its group.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Under the second model, the beneficiary may exercise the stock options granted only after a period of up to five years from the corresponding grant date. Vesting of the stock options granted under the second model is not subject to the Company's performance measures; however, the right to exercise such options may be forfeited in certain circumstances, including the beneficiary's resignation or dismissal prior to the stock options' vesting.

Under the third model, the beneficiaries, in accordance with their internal category, may choose between allocating (a) 20% or 100%, (b) 30% or 100%, and (c) 50% or 100%, of the amounts received by them as profit-sharing regarding the immediate year to the exercise of stock options, acquisition of the corresponding amount of Ambev shares. The totality of the shares acquired is to be delivered to the beneficiary within forty-five days from the corresponding stock option exercising date (which shall not be later than forty-five days from the stock option grant date). The beneficiaries of this third model are under a three or five-year lock-up period.

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- Share-based Payment requirement that assumptions regarding forfeiture before the end of the vesting period cannot impact the fair value of the option. The fair value of the share options is estimated at the grant date, using an option pricing model. Based on the expected number of options that will be exercised, the fair value of the options granted is recognized as an expense over the vesting period with a corresponding credit to equity. When the options are exercised, the equity is increased by the amount of the proceeds received.

(ii) Share-Based Plan

In this plan, 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" (RSUs) or "performance shares" (PSUs).

The delivery of restricted shares and performance shares are made free, and the waiting period may vary between three and five years from the corresponding share-based plan stock grant date, during which the beneficiary must remain employed at Ambev or any other company of its group.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

The restricted shares and performance shares give to participants the right to receive additional shares with the same conditions, such as compensation dividends and Interest on shareholder's equity declared and paid by the Company during the waiting period. The right to receive restricted, performance and additional shares can be fully or partially lost depending on circumstances, including cases of resignation or resignation during the grace period.

Under the Share-Based Plan, the reference price per restricted share is defined on the stock grant date based on the share price of the trading session on B3 S.A. immediately prior to the granting of the shares, except for the performance shares, which the fair value is defined at the grant date based on "Monte Carlo" pricing method. After defining the reference price, based on number of grant shares, the calculated amount is recorded as expense against equity. The shares are transferred to attendees according to terms and periods by the respective programs.

The total number of outstanding options developed was as follows:

Thousand options 06/30/2023 12/31/2022
Options outstanding at January 99,717 113,760
Options forfeited during the period (1,687) (14,043)
Options outstanding at the end of the period 98,030 99,717

The range of exercise prices of the outstanding options is from R$15.95 (R$15.95 in 2022) to R$38.69 (R$39.04 in 2022) and the weighted average remaining contractual life is approximately 3.79 years (4.29 years in 2022).

Of the 98,030 thousand outstanding options (99,717 thousand in 2022), 66,288 thousand options were vested in 2023(63,850 thousand in 2022).

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

In R$ per share 06/30/2023 12/31/2022
Options outstanding at January 1 19.39 19.92
Options forfeited during the period 17.95 22.60
Options outstanding at the end of the period 19.39 19.39
Options exercisable at the end of the period 20.23 20.12

There were no options exercised during the period ended in June 30, 2023 and December 31, 2022.

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.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

During the period, the Company did not grant deferred shares under the Stock Option Plan (in 2022 44 thousand deferred shares have been granted, which are valued based on the share market price prior to the grant, which represented a fair value of R$643). Such deferred shares are subject to a vesting period of five years from the grant date.

During the period, the Company granted 6,813 thousand restricted shares and performance shares under the Share-Based Plan (49,328 thousand in 2022), which are valued based on the parameters referenced above, representing a fair value of approximately R$89,315 in 2023 (R$766,615 in 2022).

The 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, restricted and performance shares), is as set out below:

Deferred shares

Thousand deferred shares 06/30/2023 12/31/2022
Deferred shares outstanding at January 1 889 1,168
New deferred shares during the period - 44
Deferred shares granted during the period - (214)
Deferred shares forfeited during the period - (109)
Deferred shares outstanding at the end of the period 889 889

Restricted and performance shares

Thousand restricted shares 06/30/2023 12/31/2022
Restricted and performance shares outstanding at January 108,854 62,545
New restricted and performance shares during the period 6,813 49,328
Restricted and performance shares granted during the period (3,370) (12)
Restricted and performance shares forfeited during the period (3,231) (3,007)
Restricted and performance shares outstanding at the end of the period 109,066 108,854

Additionally, certain employees and managers of the Company received options to acquire AB InBev shares and restricted 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$184,584 on June 30, 2023 (R$149,652 on June 30, 2022), recorded as administrative expenses.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

23. 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") approved by the Board of Directors.

The Policy intend 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 Company's use of derivatives strictly follows the Financial Risk Management Policy.

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. 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 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 and Finance Committee.

Derivative financial instruments

The derivative financial instruments authorized under the Policy include futures contracts traded on exchanges, full deliverable forwards, non-deliverable forwards, swaps and options. At June 30, 2023, 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 -Forecast transactions, with a high probability of occurrence, 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.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

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.

In accordance with the hedge accounting, the effective hedge amount is recorded in equity and, in the event of an ineffective portion this result is recorded immediately in finance result during the period ineffectiveness was identified, for cash flow hedge and net investment hedge.

Non-derivative financial instruments

Put options granted on subsidiaries: 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.

The following tables summarize the exposure identified and protected in accordance with the Company's Risk Policy:

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

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

Six-month period ended: 06/30/2023 Three-month period ended: 06/30/2023
Fair Value Gain / (Losses) Gain / (Losses)
Hedge position Risk Notional Assets Liabilities Finance Result Operational Result Equity Finance Result Operational Result Equity
Cost 18,297,447 258,727 (1,491,792) (1,028,671) 225,961 (857,861) (461,413) 130,308 (776,072)
Commodities 4,241,288 127,115 (531,623) (131,461) (223,399) 377,800 (30,693) (93,230) 373,474
US Dollars 13,883,640 108,439 (959,761) (896,805) 441,023 (1,217,465) (430,243) 216,396 (1,128,335)
Euros 40,314 923 (328) (276) 1,097 263 (39) 981 (440)
Mexican Pesos 132,205 22,250 (80) (129) 7,240 (18,459) (438) 6,161 (20,771)
Importing of fixed assets 277,612 15,628 (27,688) (14,008) (1,484) (11,191) (10,448) (255) 928
US Dollars 277,612 15,628 (27,688) (14,008) (1,484) (11,191) (10,448) (255) 928
Expenses 106,461 1,862 (5,659) (17,578) 16,827 6,476 (9,124) 6,423 4,128
US Dollars 106,461 1,862 (5,659) (17,578) 16,827 6,476 (9,124) 6,423 4,128
As at June 30, 2023 18,681,520 276,217 (1,525,139) (1,060,257) 241,304 (862,576) (480,985) 136,476 (771,016)

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

12/31/2022 Six-month period ended: 06/30/2022 Three-month period ended: 06/30/2022
Fair Value Gain / (Losses) Gain / (Losses)
Hedge position Risk Notional Assets Liabilities Finance Result Operational Result Equity Finance Result Operational Result Equity
Cost 19,853,289 271,806 (719,460) (1,510,732) 486,195 (260,432) (946,256) 146,693 1,068,882
Commodities 4,809,884 100,774 (376,141) 11,553 443,063 (617,314) 37,139 151,246 (948,801)
US Dollars 14,874,705 157,731 (342,866) (1,518,384) 36,459 369,174 (982,029) (2,548) 2,099,700
Euros 32,198 1,916 (3) (484) 679 (1,835) (134) 405 (95)
Mexican Pesos 136,502 11,385 (450) (3,417) 5,994 (10,457) (1,232) (2,410) (81,922)
Fixed Assets 226,810 1,534 (5,392) (4,529) 3,146 (4,428) 28,844 (5,843) (15,176)
US Dollars 226,810 1,534 (5,392) (4,529) 3,146 (4,428) 28,844 (5,843) (15,176)
Expenses 204,907 492 (4,572) (32,141) 6,872 (23,277) 2,270 (372) (223,151)
US Dollars 204,907 492 (4,572) (32,141) 6,872 (23,277) 2,270 (372) (223,151)
Total 20,285,006 273,832 (729,424) (1,547,402) 496,213 (288,137) (915,142) 140,478 830,555

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands 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, corn and paraxylene. 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 and its subsidiaries exposure related to debts. As at June 30, 2023, the Company and its subsidiaries does not hold hedge positions to the exposure described below:

06/30/2023
Risk
Interest rate Amount in Brazilian Real
Brazilian Reais 10.0% 2,879,160
Working capital in Argentinean Peso 91.0% 103,948
Other 10.9% 404,589
US Dollars 14.0% 24
Canadian Dollars 5.4% 468,819
Pre-fixed interest rate 3,856,540
Brazilian Reais 8.3% 239,691
Post fixed interest rate 239,691

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

12/31/2022
Risk
Interest rate Amount in Brazilian Real
Brazilian Reais 8.5% 2,602,063
Working capital in Argentinean Peso 73.5% 74,343
Other 10.4% 421,289
US Dollars 14.0% 6,193
Canadian Dollars 5.3% 511,018
Pre-fixed interest rate 3,614,906
Brazilian Reais 8.5% 230,143
Post fixed interest rate 230,143

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 provides 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, 2023 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, 2023.

3 - Remote scenario: 50% deterioration in each transaction's main risk factor compared to the level observed as at June 30, 2023.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Transaction Risk Fair Value Probable scenario Adverse scenario Remote scenario
Commodities hedge Increase in commodities price (404,508) (251,611) 655,814 1,716,136
Input purchases 404,508 248,736 (678,946) (1,762,400)
Foreign exchange hedge Foreign currency increase (828,557) (583,132) 2,685,484 6,199,524
Input purchases 828,557 579,026 (2,934,881) (6,698,317)
Cost effects - (6,981) (272,529) (545,057)
Foreign exchange hedge Foreign currency increase (12,060) (10,389) 57,343 126,746
Capex Purchases 12,060 10,389 (57,343) (126,746)
Fixed asset effects - - - -
Foreign exchange hedge Foreign currency increase (3,797) (3,177) 22,818 49,434
Expenses 3,797 2,782 (46,814) (97,424)
Result of expense effects - (395) (23,996) (47,990)
- (7,376) (296,525) (593,047)

As at June 30, 2023 the notional and fair value amounts per instrument and maturity were as follows:

Notional Value
Hedge position Risk 2023 2024 2025 2026 >2026 Total
Cost 13,182,144 5,115,303 - - - 18,297,447
Commodities 2,349,903 1,891,385 - - - 4,241,288
US Dollars 10,751,636 3,132,004 - - - 13,883,640
Euros 16,342 23,972 - - - 40,314
Mexican Pesos 64,263 67,942 - - - 132,205
Importing of fixed assets 138,934 138,678 - - - 277,612
US Dollars 138,934 138,678 - - - 277,612
Expenses 69,200 37,261 - - - 106,461
US Dollars 69,200 37,261 - - - 106,461
13,390,278 5,291,242 - - - 18,681,520

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Fair Value
Hedge position Risk 2023 2024 2025 2026 >2026 Total
Costs (1,075,733) (157,332) - - - (1,233,065)
Commodities (282,679) (121,829) - - - (404,508)
US Dollars (808,214) (43,108) - - - (851,322)
Euros 864 (269) - - - 595
Mexican Pesos 14,296 7,874 - - - 22,170
Importing of fixed assets (6,036) (6,024) - - - (12,060)
US Dollars (6,036) (6,024) - - - (12,060)
Expenses (1,905) (1,892) - - - (3,797)
US Dollars (1,905) (1,892) - - - (3,797)
(1,083,674) (165,248) - - - (1,248,922)
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 Policy, which also establishes exposure limits for each counterparty based on each counterparty's risk rating and capitalization.

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.

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.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

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, 2023. As at June 30, 2023, there was no concentration of credit risk in 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, short-term investments, together with derivatives and access to loan facilities, are sufficient to finance capital expenditure, financial liabilities and dividend payments in the future.

06/30/2023
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) 30,442,395 31,971,247 28,720,378 477,310 420,551 769,714 1,583,294
Secured bank loans 143,021 194,430 43,225 25,298 25,181 50,363 50,363
Other unsecured loans 459,274 739,519 161,119 174,087 158,159 115,664 130,490
Lease liabilities 3,389,988 4,308,025 1,406,030 755,149 660,095 601,086 885,665
34,434,678 37,213,221 30,330,752 1,431,844 1,263,986 1,536,827 2,649,812
12/31/2022
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) 39,354,388 40,656,296 36,818,534 86,759 1,275,053 1,008,364 1,467,586
Secured bank loans 180,776 245,638 68,163 26,385 25,182 50,363 75,545
Other unsecured loans 472,540 759,078 169,854 156,686 151,624 165,410 115,504
Lease liabilities 3,117,390 3,657,425 962,898 1,008,416 620,955 696,911 368,245
43,125,094 45,318,437 38,019,449 1,278,246 2,072,814 1,921,048 2,026,880

(i) Mainly includes amounts related to suppliers, taxes, fees and contributions payable, 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.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Equity price risk

On June 30, 2023 and December 31, 2022, the Company did not have equity swap positions.

IV. 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).

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

06/30/2023
Amortized cost Fair value through profit or loss Total
Financial assets
Cash and cash equivalents less bank overdrafts 12,013,065 - 12,013,065
Trade receivables excluding prepaid expenses 6,916,695 - 6,916,695
Investment securities 246,838 313,504 560,342
Derivatives hedges - 276,217 276,217
Total 19,176,598 589,721 19,766,319
Financial liabilities
Trade payables 19,020,471 - 19,020,471
Put options granted on subsidiaries - 2,847,528 2,847,528
Derivatives hedges - 1,525,139 1,525,139
Interest-bearing loans and borrowing 3,992,283 - 3,992,283
Other liabilities 2,211,250 323,705 2,534,955
Total 25,224,004 4,696,372 29,920,376

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

12/31/2022
Amortized cost Fair value through profit or loss Total
Financial assets
Cash and cash equivalents less bank overdrafts 14,852,092 - 14,852,092
Trade receivables excluding prepaid expenses 7,791,362 - 7,791,362
Investment securities 219,055 454,497 673,552
Derivatives hedges - 273,832 273,832
Total 22,862,509 728,329 23,590,838
Financial liabilities
Trade payables 24,837,956 - 24,837,956
Put options granted on subsidiaries - 3,060,276 3,060,276
Derivatives hedges - 729,424 729,424
Interest-bearing loans and borrowing 3,770,706 - 3,770,706
Other liabilities 2,015,631 333,673 2,349,304
Total 30,624,293 4,123,373 34,747,666

(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:

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.

06/30/2023 12/31/2022
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Financial assets
Investment securities 313,504 - - 313,504 454,497 - - 454,497
Derivatives - operational hedge 112,833 163,384 - 276,217 57,038 216,794 - 273,832
426,337 163,384 - 589,721 511,535 216,794 - 728,329
Financial liabilities
Put options granted on subsidiaries - - 2,847,528 2,847,528 - - 3,060,276 3,060,276
Other liabilities - - 323,705 323,705 - - 333,673 333,673
Derivatives - operational hedge 98,105 1,427,034 - 1,525,139 76,073 653,351 - 729,424
98,105 1,427,034 3,171,233 4,696,372 76,073 653,351 3,393,949 4,123,373

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Reconciliation of changes in the assets categorized at Level 3

Financial liabilities at December 31, 2022 3,393,949
Acquisition of investments (565)
Level reclassification (4,700)
Total gains and losses during the period (217,451)
Losses/(gains) recognized in net income 11,374
Losses/(gains) recognized in equity (228,825)
Financial liabilities at June 30, 2023 3,171,233

(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 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 2026. The Company, on the other hand, has a call option over the Tranche A shares, exercisable from 2021, and Tranche B shares, exercisable from 2029, whereas until June 30, 2023, no options were exercised. On June 30, 2023, the sum of the two ELJ tranches is R$2,845,645 (R$3,053,693 on December 31, 2022).

The fair value of 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 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 weighted average cost of capital 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".

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

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, 2023 the Company held R$163,520 in highly liquid financial investments or in cash, classified as cash and cash equivalents and investment securities (R$376,850 as at December 31, 2022).

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.

Risks of climate change and the sustainability strategy

Considering the nature of the Company's operations, there is an inherent exposure to certain risks related to climate change, and relevant sustainability aspects.

There was no significant change in the main risks considered by Management related to those stated in the annual financial statements as of December 31, 2022.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

24.COLLATERAL AND CONTRACTUAL COMMITMENTS WITH SUPPLIERS, ADVANCES FROM CUSTOMERS AND OTHERS

06/30/2023 12/31/2022
Collateral given for the Company's own liabilities 607,627 764,473
Other commitments 1,152,863 1,368,092
1,760,490 2,132,565
Commitments to suppliers 43,028,179 50,365,256
43,028,179 50,365,256

The collateral provided for liabilities totaled approximately R$1,760,490 as at June 30, 2023 (R$2,132,565 as at December 31, 2022), including R$586,444 (R$743,951 as at December 31, 2022) 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, 2023, Ambev maintained R$163,520 (R$376,850 as at December 31, 2022) in highly liquid financial investments or in cash, classified as cash and cash equivalents and investment securities (Note 23 -Financial instruments and risks).

Most of the balance relates to commitments to suppliers of packaging. These commitments have as its main goal provide strategic supplies long term security to the Company, besides providing greater security to vendors in long term investments.

Future contractual commitments as at June 30, 2023 and December 31, 2022 are as follows:

06/30/2023 12/31/2022
Less than 1 year 11,359,379 12,490,958
Between 1 and 2 years 9,648,392 10,315,253
More than 2 years 22,020,408 27,559,045
43,028,179 50,365,256
25. CONTINGENCIES

The Company and its subsidiaries have 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 Management cannot estimate the likely timing of the resolution of these matters at this stage.

Contingent liabilities with a probable risk of loss are fully recorded as liabilities (Note 14 -Provisions).

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

The Company and its subsidiaries have administrative and judicial discussions with tax authorities in Brazil related to certain tax treatments adopted when calculating the income tax and social contribution, for which, based on Management's current evaluation, is probable that the tax authorities will accept the uncertain tax treatment, in accordance with IFRIC 23. The Company also is part at administrative and judicial lawsuits related to other taxes of tributary nature, which involve risk of a possible loss, as assessment carried out by Management.

To these uncertain tax treatments and possible contingencies there are no provisions recorded, due to the assessment carried out by Management, with the following composition and estimates:

06/30/2023 12/31/2022
Income tax and social contribution 54,564,558 60,453,543
Value-added and excise taxes 26,870,276 25,904,633
PIS and COFINS 3,209,832 3,293,478
Others 1,924,430 1,909,071
86,569,096 91,560,725

The Company and its subsidiaries have guarantee-insurance policies and letters of guarantee for some legal actions, presented as guarantee for civil, labor and tax executions or to enable resources of labor nature.

Principal lawsuits with a likelihood of possible loss that changed during the period

In the period ended June 30, 2023 the main movements in lawsuits with possible loss are detailed below by the Company.

In March 2023, the STF, when ruling on case 736 (RE 796,939), confirmed its understanding that imposing a separate fine for failure to ratify tax offsets is unconstitutional. In view of the judgment, the Company reassessed, together with its internal lawyers and external advisors, the prognosis of the discussion and reclassified the risk of loss from possible to remote. Ambev estimates that the amount involved in the lawsuits related to this matter, as of March 31,2023 was R$1.6 billion (R$1.7 billion as of December 31, 2022). Due to the prognosis of remote loss, the processes related to this theme are no longer reported as possible contingencies in the first quarter of 2023.

PIS and COFINS

PIS/COFINS on bonuses

Since 2015, Ambev has been assessed by the Brazilian Federal Revenue Service for the collection of amounts allegedly due as PIS and COFINS on bonuses granted to its customers. The Company is challenging these assessments in the administrative and judicial courts because it believes that such collection is illegitimate.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

In March 2023, the CARF handed down decisions favorable to the Company in two lawsuits, in the amount of approximately R$1.1 billion, recognizing as correct the tax treatment given by the Company to the bonuses granted. The Company waits to be notified of these decisions in order to assess, together with its external advisors, the filing of any appeals, as well as to eventually reassess the probability of losing the dispute.

Ambev estimates that the amount involved in the lawsuits as of June 30, 2023, classified as possible loss, is approximately R$1.6 billion (R$1.6 billion as of December 31, 2022).

Uncertainty over IRPJ and CSLL treatment

Foreign Earnings

Since 2005 the Company and some of its subsidiaries have been receiving tax assessments from the Brazilian Internal Revenue Service regarding the taxation of profits earned by subsidiaries domiciled abroad. Because it believes that these charges are illegitimate, the Company is challenging these assessments in the administrative and judicial courts.

The lawsuits in progress in the administrative level have partially favorable decisions, still subject to reexamination by the administrative court. In turn, in the lawsuits underway at the judicial level, the Company has a favorable preliminary decision in order to suspend the enforceability of the tax credit, and decisions in favor, subject to reexamination by the higher court.

In March 2023, the Administrative Council of Tax Appeals ("CARF") handed down decisions favorable and partially favorable to the Company in three lawsuits, amounting to approximately R$0.9 billion. The decisions handed down canceled part of the assessments, in the amount of approximately R$0.7 billion, recognizing as partially correct the calculations made by the Company regarding the taxable income in Brazil of companies domiciled abroad, as well as the impossibility for the Brazilian tax authorities to disregard the amortization of the goodwill carried out by the subsidiary abroad. The Company is awaiting notification of these decisions to analyze their contents and possible appeals and reassessment of the probability of loss.

In May 2023, the Company was served a favorable decision, issued by CARF in October 2022, in an approximate amount of R$1.4 billion. Of this amount, approximately R$1 billion constitutes a definitive success already reduced, thus, from the total amount of the contingency reported in the period ending on June 30, 2023. The remaining amount (R$0.4 billion) was subject to an appeal by the Brazilian IRS, awaiting judgment by the Superior Chamber of Tax Appeals ("CSRF").

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

The updated value of the referred uncertain tax treatment, according to ICPC 22/IFRIC 23, already assessed, is approximately R$6.6 billion on June 30, 2023 (R$7.3 billion on December 31, 2022), and there was no provision in the period due to its loss classification, except for R$60 million (R$58 million on December 31, 2022).

Goodwill Inbev Holding

In December 2011, the Company received the first notice of infringement issued by the Brazilian Federal Revenue Service, mainly regarding the disallowance of goodwill amortization expenses, for the calendar years 2005 to 2010, resulting from the incorporation of InBev Holding Brasil S.A.. In the administrative level, partially favorable decisions were made. In light of these decisions, the Company filed legal actions to discuss the matter in which it was defeated in the administrative setting, which are awaiting judgment in the first instance.

In June 2016, Ambev received the second notice of infringement issued by the Brazilian Federal Revenue Service, relating to the disallowance of the remaining portion of the aforementioned goodwill, for the calendar years 2011 to 2013. In April 2023, the Company obtained a definitive partially favorable decision, resulting in a success of approximately R$0.8 billion. For the remaining amount, Ambev initiated a legal action, which awaits judgment.

The updated amount of this tax treatment, as per ICPC 22/IFRIC 23, already audited, is approximately R$10.7 billion on June 30, 2023 (R$11.1 billion on December 31, 2022), and, due to its classification of loss, no provision was made in the period. In the event that the Company is required to pay this amount, Anheuser-Busch InBev SA/NV will reimburse the proportional amount (70%) of its benefit from the mentioned goodwill amortization, as well as the respective costs, under the "Reimbursement Agreement" executed on December 21, 2011, between Companhia de Bebidas das Américas - Ambev and Anheuser-Busch InBev SA/NV.

Disallowance of Expenses and Deductibility of Losses

In 2015, 2016, and 2020, the Company received tax assessments by the Brazilian Federal Revenue Service concerning the disallowance of expenses related to the results of financial instruments used against inherent risks of price or rate fluctuations, as well as loans related to the Company's operational activities.

In May and June 2023, Ambev was notified of definitive favorable administrative decisions for the tax assessments received in 2016 and 2020, which fully canceled tax assessments, in an approximate amount of R$5.1 billion.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Regarding the tax assessment in 2015, the judgment by CARF is awaited for both the necessary reexamination of the matter and the appeal filed by the Company regarding the portion of the first-instance decision in which it was defeated.

The updated amount of this uncertain tax treatment, as per ICPC 22/IFRIC 23, already audited, is approximately R$306 million on June 30, 2023 (R$5.2 billion on December 31, 2022). Due to its classification, no provision was made in the period.

Proposed class action in Quebec

Labatt and other, third-party defendants have been named in a proposed class action lawsuit in the Superior Court of Quebec seeking unquantified compensatory and punitive damages. The plaintiffs allege that the defendants failed to warn of certain specific health risks of consuming defendants' alcoholic beverages. A sub-class of plaintiffs further alleges that their diseases were caused by the consumption of defendants' products. The proposed class action has not yet been authorized by the Superior Court.

Contingent assets

Exclusion of ICMS and ICMS-ST from the PIS and COFINS Tax Base

In 2017, the Brazilian Supreme Federal Court (STF) ruled that the inclusion of ICMS in the taxable base of PIS and COFINS is unconstitutional (Topic 69 of general repercussion). The effects and scope of this decision were reaffirmed in May 2021 when the Court confirmed that the judgment would only produce effects after March 15, 2017, except for taxpayers who had filed judicial and administrative claims before that date (which is the case for the Company and its subsidiaries, most of them with favorable decisions already subject to res judicata).

Specifically regarding the exclusion of ICMS under the tax substitution regime ("ICMS-ST"), in November 2022, the Superior Court of Justice (STJ) began the trial of Topic 1,125 with a favorable vote for taxpayers, that is, for the exclusion of this type of ICMS from the taxable base of PIS and COFINS for the substituted taxpayers, in line with the understanding applied by the Company since August 2017, due to a favorable decision obtained that is still in force. It is expected that the trial of this topic will be resumed by the Court still in 2023.

From 2017 to 2023, the Company and its subsidiaries recognized tax credits and had a positive impact on operations after the implementation of the favorable judicial decision for the exclusion of ICMS-ST, in accordance with IAS 37/CPC 25 - Provisions, Contingent Liabilities, and Contingent Assets, in the amount of R$10.5 billion, of which: (i) R$0.7 billion refers to the period from 1990 to 2009; (ii) R$4.9 billion relates to the period from 2009 to 2015, during which the so-called "REFRI" - Special Regime for Cold Beverages was in force; (iii) R$4 billion refers to the New Taxation Model, including operations with subsidiaries, according to Note 1 - Corporate Information; and (iv) R$0.9 billion relates to the exclusion of ICMS-ST from the taxable base of PIS and COFINS during the period of the New Taxation Model, in addition to values related to ICMS-ST in our network of resellers that, under certain circumstances, do not comprise their remuneration.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Part of these amounts has already been subject to offset requests, as per the res judicata of the respective judicial measures and the necessary administrative procedures. The amounts not yet offset remain recorded in the assets (see Note 8 - Recoverable Indirect Taxes) and largely refer to the tax credit related to "REFRI," the judicial lawsuit of which is still in the discovery phase.

The accounting recognition resulted from the decisions obtained by the Group occurred considering that (i) the gain realization is virtually certain, according to the decision issued by the STF in Topic 69, and the specific circumstances of each individual case, as well as (ii) the value can be reasonably estimated with certainty by surveying the respective documents and quantifying the undue payment.

For additional matters related to this subject, the contingent asset subject to estimation corresponds to approximately R$0.5 billion. Eventually, additional amounts may be disclosed and recognized. Currently, these amounts are not probable or virtually certain since they depend on specific circumstances of each case and on physical documentation not yet located, and consequently, it is not possible to measure the value of any tax undue payment to be recovered. The values will be disclosed and recognized to the extent that the realization of the gain is probable and virtually certain, respectively, and the values can be ascertained with reasonable certainty.

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 Governance Committee of the Company is required to advise the Board of Directors on all transactions with related parties, among other subjects.

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.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

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 22 - Share-based payments).

Total expenses related to the Company's Management members are as follows:

Six-month period ended: Three-month period ended:
06/30/2023 06/30/2022 06/30/2023 06/30/2022
Short-term benefits (i) 25,838 32,103 11,173 16,017
Share-based payments (ii) 40,948 30,413 22,800 18,705
Total key management remuneration 66,786 62,516 33,973 34,722

(i) These mainly correspond to management's salaries, net of social security of employer's responsibility, and profit sharing (including performance bonuses).

(ii) These correspond to compensation expenses of share options, restricted stocks and performance stocks granted to Management. In total amounts above exclude remuneration paid to members of the Fiscal Council.

Excluding the abovementioned plan (Note 22 -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, 2023 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, and facilities for assisting elderly people, either directly or through financial assistance agreements with other entities. As at June 30, 2023 and December 31, 2022, 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 S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

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 and recorded by Fundação Zerrenner with third parties for providing these benefits totaled R$150,278 (R$150,116 as at June 30, 2022), of which R$141,379 and R$8,900 were related to active employees and retirees respectively (R$130,532 and R$19,584 as at June 30, 2022 related to active employees and retirees respectively).

b) Licensing agreement

At November, 2021, Ambev and Anheuser-Busch Inc. negotiated the general guidelines towards royalties and transfer price to fixate royalties and mark-up percentages applicable to production, import, distribution and sale of (a) ABI's finished goods and/or its respective subsidiaries by the Company and/or its respective subsidiraries (b) Company's finished goods and/or its respective subsidiaries by ABI and/or its respective subsidiaries. All the metrics, prices and methodologies were stablished at similar market conditions, based on a study carried out by a first-class external audit company, duly approved by the Governance Committee and by the Board of Directors.

In this context, the Company and its subsidiaries have some licensing agreements with Anheuser-Busch, Inc. to produce, bottle, sell and/or distribute products of brands such as Budweiser, Stella Artois, Spaten and Corona. Likewise, the Company and its subsidiaries license to AB InBev and its subsidiaries the right to produce and/or distribute, in several countries, products of its own brands such as Brahma.

Therefore, the Company recorded R$17,694 as at June 30, 2023 (R$8,067 as at June 30, 2022) and R$417,772 (R$373,560 as at June 30, 2022) as licensing income and expenses, respectively.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Transactions with related parties

06/30/2023
Current Trade receivables (i) Other trade receivables (i) Trade payables (i) Dividends receivables
AB Africa 1,236 - - -
AB InBev 73,680 - (205,624) -
AB Package - - (151,711) -
AB Services 52,345 - (4,093) -
AB USA 94,719 - (287,221) -
Bavaria 46,233 - (6,486) -
Cervecería Modelo 5,397 - (425,261) -
Cervecerías Peruanas 1,743 - (1,215) -
Inbev 1,126 21,659 (12,707) -
Panama Holding 3,965 - (424) 1,026
Other 17,971 28 (14,491) -
298,415 21,687 (1,109,233) 1,026

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

12/31/2022
Current Trade receivables (i) Other trade receivables (i) Trade payables (i)
AB Africa 1,584 - -
AB InBev 142,678 - (81,969)
AB Package - - (79,325)
AB Services 23,738 - (5,651)
AB USA 71,101 - (237,741)
Bavaria 13,912 - (6,931)
Cervecería Modelo 12,044 - (345,474)
Cervecerías Peruanas 929 - (46,421)
Inbev 1,032 23,861 (12,183)
Panama Holding 3,850 - -
Other 19,815 947 (14,735)
290,683 24,808 (830,430)

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

06/30/2023 12/31/2022
Non-current Trade payables Trade payables
ITW International (299,754) (343,556)
(299,754) (343,556)

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

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

Six-month period ended: 06/30/2023
Company Sales and other Service fees / Reimbursement of expenses and other receivables Product purchases and other Service fees / reimbursement of expenses and other payables Net finance cost
AB InBev 30 11,059 (123,669) (6,182) (104)
AB Package - - (139,014) - -
AB Services 50 2,668 - - (3)
AB USA 17,664 - (462,795) (1,568) (42)
Bavaria 180,114 - (27,195) - -
Cervecería Modelo 193 - (574,975) - -
Cervecerías Peruanas - - (142) - -
GCC India - - - (1,785) -
Inbev - - (22,778) - -
ITW International - - - - 18,554
Other 20,098 4,228 (16,234) - 1,034
218,149 17,955 (1,366,802) (9,535) 19,439
Three-month period ended: 06/30/2023
Company Sales and other Service fees / Reimbursement of expenses and other receivables Product purchases and other Service fees / reimbursement of expenses and other payables Net finance cost
AB InBev 30 10,856 (68,861) (6,182) (73)
AB Package - - (65,414) - -
AB Services 34 (41) - - (3)
AB USA 11,888 - (255,010) (776) (23)
Bavaria 20,992 - (11,177) - -
Cervecería Modelo 130 - (368,089) - -
Cervecerías Peruanas - - (72) - -
GCC India - - - (1,042) -
Inbev - - (7,620) - -
ITW International - - - - 1,705
Other 11,475 1,491 (9,188) - 1,034
44,549 12,306 (785,431) (8,000) 2,640
Six-month period ended: 06/30/2022
Company Sales and other

Service fees /

Reimbursement of

expenses and other receivables

Product purchases and other

Service fees /

reimbursement of

expenses and other

payables

Net finance cost
AB InBev - 5,160 (91,125) (4,393) 153,909
AB Package - - (184,019) - -
AB USA 11,220 - (577,532) (1,545) -
Ambev Peru 458 - - - -
Bavaria 18,009 - (38,857) - -
Cervecería Modelo 1,776 - (693,229) - -
Cervecerías Peruanas 118 - (24,899) - -
GCC India - - - (3,693) -
Inbev - - (97,517) - -
ITW International - - - - 14,964
Other 22,177 5,541 (52,692) - 1,903
53,758 10,701 (1,759,870) (9,631) 170,776

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

Three-month period ended: 06/30/2022
Company Sales and other Service fees / Reimbursement of expenses and other receivables Product purchases and other Service fees / reimbursement of expenses and other payables Net finance cost
AB InBev - 5,160 (48,571) (4,393) 153,909
AB Package - - (97,411) - -
AB USA 4,767 - (319,596) (729) -
Ambev Peru 127 - - - -
Bavaria (32,100) - (24,067) - -
Cervecería Modelo 1,146 - (294,901) - -
Cervecerías Peruanas 118 - (17,292) - -
GCC India - - - (1,703) -
Inbev - - (29,451) - -
ITW International - - - - 11,642
Other 6,125 2,282 (15,366) - 1,903
(19,817) 7,442 (846,655) (6,825) 167,454

List of companies included in the tables above:

AB InBev Procurement GmbH ("AB Procurement")
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")
Cervecería Nacional S de RL ("Panamá 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")
Unión de Cervecerias Peruanas Backus Y Johnston S.A.A. ("Cervecerías Peruanas")

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2023

All amounts in thousands of Brazilian Reais unless otherwise stated

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 16, 2023

AMBEV S.A.
By: /s/ Lucas Machado Lira

Lucas Machado Lira

Chief Financial and Investor Relations Officer

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AmBev SA published this content on 16 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 August 2023 21:05:30 UTC.