Ambev S.A.

Unaudited interim consolidated
financial statements at
June 30, 2022
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, 2022 and the related interim consolidated income statement, comprehensive income, changes in equity and cash flows for the three-month and six-month periods 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 are not prepared, in all material respects, in accordance with IAS 34.

São Paulo, August 9, 2022

PricewaterhouseCoopers

Auditores Independentes Ltda.

CRC 2SP000160/O-5

Alessandro Marchesino de Oliveira

CRC 1SP265450/O-8

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 13
3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 13
4.USE OF ESTIMATES AND JUDGMENTS 14
5.CASH AND CASH EQUIVALENTS 16
6.INVESTMENT SECURITIES 16
7.INVENTORY 17
8.RECOVERABLE TAXES 17
9.DEFERRED INCOME TAX AND SOCIAL CONTRIBUTION 18
10.PROPERTY, PLANT AND EQUIPMENT 20
11.GOODWILL 23
12.TRADE PAYABLES 24
13.INTEREST-BEARING LOANS AND BORROWINGS 24
14.PROVISIONS 26
15.CHANGES IN EQUITY 28
16.SEGMENT REPORTING 33
17.NET SALES 37
18.OTHER OPERATING INCOME/(EXPENSES) 37
19.EXCEPTIONAL ITEMS 37
20.FINANCE EXPENSES AND INCOME 38
21.INCOME TAX AND SOCIAL CONTRIBUTION 39
22.SHARE-BASED PAYMENTS 40
23.FINANCIAL INSTRUMENTS AND RISKS 43
24.COLLATERAL AND CONTRACTUAL COMMITMENTS WITH SUPPLIERS, ADVANCES FROM CUSTOMERS AND OTHERS 57
25.CONTINGENCIES 57
26.RELATED PARTIES 60

AMBEV S.A.

INTERIM CONSOLIDATED BALANCE SHEET

All amounts in thousands of Brazilian Reais unless otherwise stated

Assets Note 06/30/2022 12/31/2021
Cash and cash equivalents 5 14,129,259 16,627,698
Investment securities 6 1,535,714 1,914,607
Derivative financial instruments 23 756,736 597,392
Trade receivables 4,771,366 4,791,634
Inventories 7 12,587,719 11,000,346
Income tax and social contributions recoverable 1,334,354 631,524
Recoverable taxes 8 1,900,010 1,981,149
Other assets 1,223,404 1,082,791
Current assets 38,238,562 38,627,141
Investment securities 6 222,511 192,877
Derivative financial instruments 23 - 1,581
Income tax and social contributions recoverable 3,859,675 6,326,908
Recoverable taxes 8 6,397,364 6,005,396
Deferred tax assets 9 6,334,223 4,727,749
Other assets 1,971,483 2,063,265
Employee benefits 25,383 27,850
Investments in joint ventures 316,257 305,180
Property, plant and equipment 10 29,386,901 29,224,261
Intangible 8,552,850 8,689,015
Goodwill 11 41,328,199 42,411,260
Non-current assets 98,394,846 99,975,342
Total assets 136,633,408 138,602,483

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 06/30/2022 12/31/2021
Trade payables 12 21,181,652 25,077,911
Derivative financial instruments 23 813,176 492,546
Interest-bearing loans and borrowings 13 894,362 847,118
Bank overdrafts 5 518,580 30,514
Wages and salaries 1,785,527 2,439,448
Dividends and interest on shareholders' equity payable 1,425,067 1,425,045
Income tax and social contribution payable 1,539,103 1,491,037
Taxes and contributions payable 3,103,632 4,585,923
Other liabilities 2,453,971 2,304,546
Provisions 14 182,583 172,318
Current liabilities 33,897,653 38,866,406
Trade payables 12 552,795 617,056
Interest-bearing loans and borrowings 13 2,301,680 2,253,406
Deferred tax liabilities 9 3,521,593 3,213,967
Income tax and social contribution payable 1,636,901 1,686,925
Taxes and contributions payable 688,417 704,160
Put option granted on subsidiaries and other liabilities 2,960,245 3,445,223
Provisions 14 615,914 603,772
Employee benefits 2,871,184 3,193,951
Non-current liabilities 15,148,729 15,718,460
Total liabilities 49,046,382 54,584,866
Equity 15
Issued capital 58,130,517 58,042,464
Reserves 86,367,372 86,378,828
Carrying value adjustments (66,354,578) (61,778,261)
Retained earnings/(losses) 8,119,815 -
Equity attributable to the equity holders of Ambev 86,263,126 82,643,031
Non-controlling interests 1,323,900 1,374,586
Total equity 87,587,026 84,017,617
Total equity and liabilities 136,633,408 138,602,483

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 2022 2021 2022 2021
Net sales 17 36,428,147 32,350,902 17,988,995 15,711,141
Cost of sales (18,788,740) (15,910,599) (9,374,254) (7,965,269)
Gross profit 17,639,407 16,440,303 8,614,741 7,745,872
Distribution expenses (5,143,994) (4,490,366) (2,614,975) (2,360,773)
Sales and marketing expenses (3,392,858) (3,093,145) (1,875,882) (1,648,105)
Administrative expenses (2,468,238) (2,376,945) (1,294,802) (1,142,886)
Other operating income/(expenses), net 18 1,626,153 1,572,890 1,239,431 1,394,950
Exceptional items 19 (58,449) (157,075) (31,223) (85,650)
Income from operations 8,202,021 7,895,662 4,037,290 3,903,408
Finance expenses 20 (3,452,558) (2,405,939) (1,829,465) (961,544)
Finance income 20 2,360,383 1,064,341 1,334,003 684,246
Net finance result (1,092,175) (1,341,598) (495,462) (277,298)
Share of results of joint ventures (5,610) (21,571) (3,206) (9,025)
Income before income tax 7,104,236 6,532,493 3,538,622 3,617,085
Income tax expense 21 (511,350) (869,601) (474,574) (687,504)
Net income 6,592,886 5,662,892 3,064,048 2,929,581
Attributable to:
Equity holders of Ambev 6,382,516 5,511,194 2,969,744 2,885,782
Non-controlling interest 210,370 151,698 94,304 43,799
Basic earnings per share - common - R$ 0.4054 0.3502 0.1886 0.1834
Diluted earnings per share - common - R$ 0.4026 0.3475 0.1873 0.1820

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:
2022 2021 2022 2021
Net income 6,592,886 5,662,892 3,064,048 2,929,581
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 147,456 287,231 (163,723) 450,233
Gains/losses on translation of other foreign operations (4,132,971) (1,690,241) 3,176,803 (6,377,709)
Gains/losses on translation of foreign operations (3,985,515) (1,403,010) 3,013,080 (5,927,476)
Cash flow hedge - gains/(losses)
Recognized in equity (Hedge reserve) (168,554) 605,275 517,194 (443,501)
Reclassified from equity (Hedge reserve) and included in profit or loss (474,067) (758,119) (44,644) (366,663)
Total cash flow hedge (642,621) (152,844) 472,550 (810,164)
Items that will not be reclassified to profit or loss:
Recognition of actuarial gains/(losses) 1,763 (57,776) 537 (1,625)
Other comprehensive (loss)/income (4,626,373) (1,613,630) 3,486,167 (6,739,265)
Total comprehensive income 1,966,513 4,049,262 6,550,215 (3,809,684)
Attributable to:
Equity holders of Ambev 1,808,935 3,924,372 6,305,534 (3,641,402)
Non-controlling interest 157,578 124,890 244,681 (168,282)

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
Capital Capital reserves Net income reserves Retained earnings Carrying value adjustments Total Non-controlling interests Total equity
At January 1, 2021 57,899,073 54,985,511 25,920,061 - (64,989,017) 73,815,628 1,335,496 75,151,124
Net Income - - - 5,511,194 - 5,511,194 151,698 5,662,892
Comprehensive income:
Gains/(losses) on the translation of foreign operations - - - (1,378,650) (1,378,650) (24,360) (1,403,010)
Cash flow hedges - - - (150,283) (150,283) (2,561) (152,844)
Actuarial gains/(losses) - - - (57,889) (57,889) 113 (57,776)
Total comprehensive income - - - 5,511,194 (1,586,822) 3,924,372 124,890 4,049,262
Capital increase (Note 15) 107,223 (103,804) - - - 3,419 - 3,419
Effect of application of IAS 29 (hyperinflation) - - - 1,041,751 - 1,041,751 17,700 1,059,451
Gains/(losses) of controlling interest - - - - (46,870) (46,870) 7,370 (39,500)
Dividends paid - - - - - - (273,439) (273,439)
Purchases of shares and results from treasury shares - (41,527) - - - (41,527) - (41,527)
Share-based payments - 193,016 - - - 193,016 - 193,016
At June 30, 2021 58,006,296 55,033,196 25,920,061 6,552,945 (66,622,709) 78,889,789 1,212,017 80,101,806

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

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
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 and results from treasury shares - (37,700) - - - (37,700) - (37,700)
Share-based payments - 90,533 - - - 90,533 - 90,533
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 CASH FLOWS

For the period ended June 30

All amounts in thousands of Brazilian Reais unless otherwise stated

Six-month period ended:
Note 2022 2021
Net income 6,592,886 5,662,892
Depreciation, amortization and impairment 2,800,578 2,563,678
Impairment losses on receivables and inventory 138,914 75,810
Additions/(reversals) in provisions and employee benefits 50,183 93,437
Net finance costs 20 1,092,175 1,341,598
Losses/(gains) on sale of property, plant and equipment and intangible assets (45,913) (42,391)
Equity-settled share-based payment expenses 22 150,980 199,518
Income tax expense 21 511,350 869,601
Share of result of joint ventures 5,610 21,571
Other non-cash items included in profit (514,592) (746,876)
Cash flow from operating activities before changes in working capital and use of provisions 10,782,171 10,038,838
(Increase)/decrease in trade and other receivables (19,864) (241,224)
(Increase)/decrease in inventories (2,175,958) (2,240,332)
Increase/(decrease) in trade and other payables (4,471,602) (943,577)
Cash generated from operations 4,114,747 6,613,705
Interest paid (213,628) (266,910)
Interest received 383,633 110,738
Dividends received 5,053 2,762
Income tax paid (1,567,846) (1,782,991)
Cash flow from operating activities 2,721,959 4,677,304
Proceeds from sales of property, plant and equipment and intangible assets 58,204 61,631
Proceeds from sales of subsidiaries' operations - 384
Acquisitions of property, plant and equipment and intangible assets (2,641,627) (2,967,071)
Acquisitions of subsidiaries, net of cash acquired (2,928) (132,948)
Acquisitions of other investments (30,000) (5,316)
Investments in short-term debt securities and net proceeds/(acquisitions) of debt securities 341,820 460,356
Net proceeds/(acquisitions) of other assets 15,000 4,925
Cash flow from investing activities (2,259,531) (2,578,039)
Capital increase 23,764 3,419
Proceeds/(repurchases) of treasury shares (55,789) (42,836)
Acquisitions of non-controlling interest (52) -
Proceeds from borrowings 127,875 148,716
Repayment of borrowings (76,011) (2,214,557)
Cash net of finance costs other than interests (2,213,952) (1,787,384)
Payment of lease liabilities (371,976) (306,935)
Dividends and interest on shareholders' equity paid (164,925) (1,473,016)
Cash flow from financing activities (2,731,066) (5,672,593)
Net increase/(decrease) in cash and cash equivalents (2,268,638) (3,573,328)
Cash and cash equivalents less bank overdrafts at the beginning of the year 16,597,184 17,090,335
Effect of exchange rate fluctuations on cash and cash equivalents (717,867) (341,726)
Cash and cash equivalents less bank overdrafts at the end of the year 13,610,679 13,175,281

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, 2022

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"), AmBrew S.à.r.l ("Ambrew"), both of which are subsidiaries of Anheuser-Busch InBev N.V. ("AB InBev"), and Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência ("Fundação Zerrenner").

The interim financial statements were approved, in their final form, by the Board of Directors on July 27, 2022.

(b) 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.

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, 2021.

(c) Major corporate events in 2022 and 2021

Tax Credits

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, which approved and complemented PGFN Opinion No. 12,943/2021) 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.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

In view of the pacification and the binding understanding of the subject by the PGFN, with important clarifications as to the content and effects of the decision rendered by the STF in the context of RE 574.706/PR, the Company carried out a set of analyses, with the support of its legal advisors and external consultants, aiming at deepening and exhausting all legal issues related to a specific portion of its transactions, which involved a greater complexity regarding the determination of the overpaid taxes to be recovered as it involves transactions between subsidiaries and due to specific issues related to the non-cumulative system for calculation of PIS and COFINS within a group structure.

Such analysis presented additional complexity when compared to the recognition of credits resulting from the exclusion of the ICMS from the taxable base of PIS and COFINS previously registered by the Company as it involves transactions with subsidiaries, as mentioned above, and the need to combine the legal understandings previously referred to with the specific tax regime which the Company is subject to.

With the conclusion in this second trimester of 2022 of all relevant steps necessary for the fulfillment of the requirements for the accounting recognition of the asset, including its determination with reasonable assurance, the identification of the supporting documentation and the quantification of the overpaid taxes to be recovered, the Company had its results positively impacted by an additional tax credit of R$1.2 billion.

With respect to the amount referred to above, R$0.9 billion was recorded in Other Operating Income, as described in Financial Statement Note 18 - Other Operating Income/(Expenses), and R$0.3 billion in Financial Income, as described in Note 20 - Financial Expenses and Income.

Given the nature of the dispute, these tax credits are technically part of our normalized results from an accounting perspective. However, given their representativeness and to ensure greater transparency of the performance of our businesses, we have disregarded such amounts for the purposes of calculating our organic performance of adjusted EBITDA.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

COVID-19 impacts

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

The impact of the pandemic on our operations and the restrictions imposed in response by national governments, especially since March 2020, have generated significant changes in market dynamics both in the off-trade sales channel, composed of supermarkets, and in the on-trade channel, composed of bars and restaurants. In countries with higher levels of income, more mature beer markets and a greater weighting towards the off-trade sales channel, such as Canada, the negative impact on the sales volume has been smaller. On the other hand, in countries with lower income levels and less mature beer markets, volume has been impacted according to the market segmentation between the on-trade and off-trade channels. In those cases, the reduction in volume is higher depending on the weighting of the on-trade channel. In all the cases, the more severe the restrictions on the sale and consumption of our products, the greater the reduction in volume, which is why Bolivia and Panama were among the worst-affected countries. On the other hand, we observed an increase in sales related to e-commerce in all countries, although this channel represents a small portion of the Company's total volume.

In the beginning of the first quarter, our operations, especially in Brazil, were impacted by the wave of the COVID-19 variant Omicron which, added to factors such as unfavorable climate, negatively impacted our sales. Since then, the consistency in the implementation of the Company's strategy and the relaxation of restrictions in some regions have been generating a positive trend in volumes across most of our operations, especially in Brazil, where there has been a volume and net revenue increase related to the same period in 2021. However, there is still some uncertainty regarding the likelihood of new variants and likelihood of further government interventions or increase in restrictions, as well as the economic effects on financial markets and exchange rates. Those impacts may result in material adverse impacts on our business, liquidity, financial condition, and the outcome of operations. However, we are continuing to manage our liquidity and capital resources in a disciplined manner. Management have concluded that there are no substantial doubts regarding the Company's ability to continue as a going concern.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

As required by International Accounting Standard ("IAS") 1 - Presentation of Financial Statements, the Company updated the analysis of the impact of COVID-19, as at June 30, 2022, which mainly involved, (i) a review of the assumptions of the annual impairment test, as described in Note 11 - Goodwill, (ii) an analysis of possible credit losses and inventory obsolescence, (iii) an analysis of the recoverability of deferred taxes, and (iv) the evaluation of the relevant estimates used for the preparation of the interim financial statements, among other analyses.

Any impacts arising from these analyses are reflected in the interim financial statements and disclosed in explanatory notes. In addition, due to the protective actions taken for our staff and the donations made by our community, the Company incurred exceptional expenses of R$15,567 at June 30, 2022, as reported in Note 19 - Exceptional items.

Share buyback program

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

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

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, 2021. 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) Investment securities (Note 16);
(d) Intangibles (Note 15);
(e) Goodwill (Note 14);
(f) Interest-bearing loans and borrowings (Note 23);
(g) Employee benefits (Note 24);
(h) Changes in equity (Note 22);
(i) Additional information on operating expenses by nature (Note 10);
(j) Payroll and related benefits (Note 09);
(k) Contingencies (Note 30);
(l) Group companies (Note 33); and
(m) Insurance (Note 34).
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There were no significant changes in the accounting policies and calculation methods used for the interim financial statements as at June 30, 2022 compared to those presented in the financial statements for the years ended December 31, 2021.

(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.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

(b) Recently issued IFRS

There were no new standards for the period ended June 30, 2022 for the preparation of these interim financial statements.

Other Standards, Interpretations and Amendments to Standards

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

(c) Foreign currency conversion

Exchange rates

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

Closing rate Average rate
Six-month period ended: Three-month period ended:
Currency Name Country 06/30/2022 12/31/2021 06/30/2022 06/30/2021 03/31/2022 03/31/2021
CAD Canadian Dollar Canada 4.0527 4.3914 3.9808 4.3400 4.2043 4.2322
DOP Dominican Peso Dominican Republic 0.0954 0.0970 0.0902 0.0938 0.0944 0.0925
USD US Dollar Panamá and Cuba (i) 5.2380 5.5805 5.0490 5.4046 5.3549 5.3822
GTQ Quetzal Guatemala 0.6695 0.7201 0.6547 0.7001 0.6915 0.6956
ARS Argentinean Peso Argentina 0.0418 0.0543 0.0464 0.0605 0.0511 0.0621
BOB Bolivian Peso Bolivia 0.7526 0.8018 0.7254 0.7765 0.7694 0.7733
PYG Guarani Paraguay 0.0008 0.0008 0.0007 0.0008 0.0008 0.0008
UYU Uruguayan Peso Uruguay 0.1314 0.1249 0.1190 0.1253 0.1224 0.1264
CLP Chilean Peso Chile 0.0057 0.0066 0.0061 0.0075 0.0065 0.0075
BBD Barbadian Dollar Barbados 2.5821 2.7510 2.4890 0.4930 2.6397 2.6532

(i) The functional currency of Cuba has parity with the US dollar ("USD") on the financial statement date.

4. USE OF ESTIMATES AND JUDGMENTS

The preparation of interim financial statements in compliance with IFRS requires Management to make use of judgments, estimates and assumptions that affect the application of accounting practices and the reported amounts of assets and liabilities, income and expenses. The estimates and assumptions are based on past experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for decision-making regarding judgments 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.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

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) Impairment;

(iv) Provisions, including tax contingencies;

(v) Share-based payments;

(vi) Employee benefits;

(vii) Current and deferred tax;

(viii) Joint arrangements;

(ix) Measurement of financial instruments, including derivatives;

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

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

(xii) Leases.

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

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

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

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

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

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

5. CASH AND CASH EQUIVALENTS
06/30/2022 12/31/2021
Cash 195,367 651,160
Current bank accounts 4,719,095 4,582,937
Short-term bank deposits (i) 9,214,797 11,393,601
Cash and cash equivalents 14,129,259 16,627,698
Bank overdrafts (518,580) (30,514)
Cash and cash equivalents less bank overdraft 13,610,679 16,597,184

(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 includes the amount of R$613 million as at June 30, 2022 (R$975 million in 2021) held in Cuba and Argentina, which is not freely transferable to the parent company due to remittance restrictions.

6. INVESTMENT SECURITIES
06/30/2022 12/31/2021
Financial assets at fair value through profit or loss 1,535,714 1,914,607
Current investment securities 1,535,714 1,914,607
Investment on debt securities (i) 222,511 192,877
Non-current investment securities 222,511 192,877
Total 1,758,225 2,107,484

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

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

7. INVENTORY
06/30/2022 12/31/2021
Finished goods 5,034,792 3,626,651
Work in progress 752,741 672,542
Raw materials and consumables 5,587,797 5,306,223
Spare parts and others 944,946 906,805
Prepayments 396,592 645,899
Impairment losses (129,149) (157,774)
12,587,719 11,000,346

The changes in impairment losses on inventory are as follows:

At December 31, 2020 (141,148)
Effects of movements in foreign exchange in the balance sheet (2,015)
Provisions (191,575)
Write-off 176,964
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)
8. RECOVERABLE TAXES

06/30/2022 12/31/2021
PIS/COFINS exclusion of ICMS (i) 183,663 516,982
PIS/COFINS 907,424 648,587
ICMS 579,631 565,551
IPI 168,963 168,584
Other 60,329 81,445
Current 1,900,010 1,981,149
PIS/COFINS exclusion of ICMS (i) 5,685,729 5,360,021
ICMS 413,356 383,617
Other 298,279 261,758
Non-current 6,397,364 6,005,396
Total 8,297,374 7,986,545

(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.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

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, 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 (i) from 10% to 35%
Canada 26.5%

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

Deferred tax assets are recognized to the extent that it is probable that future taxable profits are probable, which may be offset against recorded temporary differences at June 30, 2022.

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

06/30/2022 12/31/2021
Assets Liabilities Net Assets Liabilities Net
Investment securities 8,075 - 8,075 12,535 (2,451) 10,084
Intangible - (1,654,435) (1,654,435) - (1,634,450) (1,634,450)
Employee benefits 1,055,156 - 1,055,156 1,278,221 (1,953) 1,276,268
Trade payables 3,547,051 (2,506) 3,544,545 4,113,285 (1,104) 4,112,181
Trade receivables 46,105 (44,259) 1,846 50,583 - 50,583
Derivatives 143,435 (128,889) 14,546 232,159 (72,381) 159,778
Interest-bearing loans and borrowings 2,996 (1,268) 1,728 - (1,646) (1,646)
Inventories 351,239 (89,066) 262,173 328,187 (49,136) 279,051
Property, plant and equipment 684,569 (2,090,987) (1,406,418) 645,372 (2,026,973) (1,381,601)
Withholding tax on undistributed profits and royalties - (2,008,452) (2,008,452) - (2,079,452) (2,079,452)
Investments in joint ventures - (421,589) (421,589) - (421,589) (421,589)
Interest on shareholders' equity 1,352,781 - 1,352,781 - - -
Losses carried forward 1,298,934 - 1,298,934 1,298,807 - 1,298,807
Provisions 697,518 - 697,518 696,879 (217) 696,662
Complement of income tax of foreign subsidiaries due in Brazil - (17,177) (17,177) - - -
Impact of the adoption of IFRS 16 (Leases) 58,971 (4,647) 54,324 78,610 (343) 78,267
ICMS on the assessment bases of PIS/COFINS - (154,883) (154,883) - (1,019,608) (1,019,608)
Other items 221,947 (37,989) 183,958 110,417 (19,970) 90,447
Gross deferred tax assets/(liabilities) 9,468,777 (6,656,147) 2,812,630 8,845,055 (7,331,273) 1,513,782
Netting by taxable entity (3,134,554) 3,134,554 - (4,117,306) 4,117,306 -
Net deferred tax assets/(liabilities) 6,334,223 (3,521,593) 2,812,630 4,727,749 (3,213,967) 1,513,782

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

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

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

As at June 30, 2022 the deferred tax assets and liabilities related to combined tax losses which are expected to be utilized or settled using temporary differences, as follows:

06/30/2022
Deferred taxes not related to tax losses to be realized until 12 months to be realized after 12 months Total
Investment securities - 8,075 8,075
Intangible (1,438) (1,652,997) (1,654,435)
Employee benefits 149,370 905,786 1,055,156
Trade payables (211,939) 3,756,484 3,544,545
Trade receivables (10,000) 11,846 1,846
Derivatives (269,613) 284,159 14,546
Interest-bearing loans and borrowings 230 1,498 1,728
Inventories 318,133 (55,960) 262,173
Property, plant and equipment 23,855 (1,430,273) (1,406,418)
Withholding tax on undistributed profits and royalties (112,319) (1,896,133) (2,008,452)
Investments in joint ventures - (421,589) (421,589)
Interest on shareholders' equity 1,352,781 - 1,352,781
Provisions 369,400 328,118 697,518
Complement of income tax of foreign subsidiaries due in Brazil (17,177) - (17,177)
Impact of the adoption of IFRS 16 (Leases) - 54,324 54,324
ICMS on the assessment bases of PIS/COFINS - (154,883) (154,883)
Other items 122,734 61,224 183,958
Total 1,714,017 (200,321) 1,513,696

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

Deferred tax related to tax losses 06/30/2022
2022 182,372
2023 224,477
2024 112,064
2025 197,001
2026 to 2028 58,423
2029 to 2030 465,334
2030 to 2031 (i) 59,263
Total 1,298,934

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

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

As at June 30, 2022, the tax credits related to tax losses in the amount of R$988,770 (R$1,055,557 in 2021) were not recorded, as realization is not probable.

A significant portion of the deferred tax assets related to the tax losses amount do not have any limits on carrying forward or utilization, and the tax losses carried forward in relation to credit are equivalent to R$3,843,245 at June 30, 2022 (R$4,122,454 in December 31, 2021).

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

At December 31, 2021 1,513,782
Recognition of actuarial gains/(losses) 40
Investment hedge - put option granted on subsidiaries (75,962)
Cash flow hedge - gains/(losses) 141,729
Gains/(losses) on translation of other foreign operations (379,140)
Recognized in other comprehensive income (313,333)
Recognized in the income statement 1,940,543
Changes directly in the balance sheet (328,362)
Recognized in deferred tax (329,756)
Effect of application of IAS 29 (hyperinflation) (329,756)
Recognized in other balance sheet group 1,394
At June 30, 2022 2,812,630
10. PROPERTY, PLANT AND EQUIPMENT
06/30/2022 12/31/2021
Property, plant and equipment 26,653,914 26,664,070
Right of use assets 2,732,987 2,560,191
29,386,901 29,224,261

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

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, 2020 12,385,108 34,037,311 7,219,152 2,830,543 56,472,114
Effects of movements in foreign exchange in the balance sheet 54,109 128,963 4,295 6,031 193,398
Effects of application of IAS 29 (hyperinflation) 544,167 1,170,073 216,392 148,722 2,079,354
Acquisition through business combinations 859 8,558 549 1,134 11,100
Acquisitions 11,291 960,138 45,213 6,294,391 7,311,033
Disposals and write-offs (117,681) (1,238,356) (360,415) (3,382) (1,719,834)
Transfers to other asset categories 662,036 2,402,864 401,544 (3,872,918) (406,474)
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 (640,160) (1,851,535) (479,663) (225,839) (3,197,197)
Effects of application of IAS 29 (hyperinflation) 463,111 1,652,098 419,481 145,877 2,680,567
Acquisitions 1,209 558,153 6,101 1,974,772 2,540,235
Disposals and write-offs (822) (770,759) (172,144) - (943,725)
Transfers to other asset categories 586,407 1,570,399 180,124 (2,467,823) (130,893)
At June 30, 2022 13,949,634 38,627,907 7,480,629 4,831,508 64,889,678
Land and buildings Plant and equipment Fixtures and fittings Under construction Total
Depreciation
At December 31, 2020 (3,993,438) (23,830,425) (5,795,390) - (33,619,253)
Effects of movements in foreign exchange in the balance sheet (39,654) (52,366) 10,586 - (81,434)
Effects of application of IAS 29 (hyperinflation) (94,101) (557,581) (146,594) - (798,276)
Acquisition through business combinations (258) (1,065) (196) - (1,519)
Depreciation (398,116) (3,098,465) (634,431) - (4,131,012)
Disposals and write-offs 46,584 1,222,553 320,579 - 1,589,716
Transfers to other asset categories 36,617 1,303 5,398 - 43,318
Others (7,115) (268,996) (2,050) - (278,161)
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 141,597 1,277,381 414,639 - 1,833,617
Effects of application of IAS 29 (hyperinflation) (87,084) (1,116,284) (358,184) - (1,561,552)
Depreciation (210,900) (1,500,078) (293,514) - (2,004,492)
Disposals and write-offs 795 768,293 161,989 - 931,077
Transfers to other asset categories 9,025 17,461 1,500 - 27,986
Others (199) (185,608) 28 - (185,779)
At June 30, 2022 (4,596,247) (27,323,877) (6,315,640) - (38,235,764)
Carrying amount:
At December 31, 2021 9,090,408 10,884,509 1,284,632 5,404,521 26,664,070
At June 30, 2022 9,353,387 11,304,030 1,164,989 4,831,508 26,653,914

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

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

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, 2020 1,791,518 1,905,890 175,541 3,872,949
Effects of movements in foreign exchange in the balance sheet 51,838 6,659 3,556 62,053
Additions 803,868 1,419,365 61,411 2,284,644
Write-offs (312,351) (1,327,771) (122,748) (1,762,870)
Transfers from / (to) other asset categories (27,692) 19,747 (6,055) (14,000)
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 (63,843) (4,358) (3,009) (71,210)
Additions 185,285 389,023 49,008 623,316
Write-offs (1,716) (110,824) - (112,540)
Transfers from / (to) other asset categories (85,604) 38,428 (8,496) (55,672)
At June 30, 2022 2,341,303 2,336,159 149,208 4,826,670
Buildings Machinery, equipment and vehicles Others Total
Depreciation
At December 31, 2020 (812,874) (1,017,907) (126,674) (1,957,455)
Effects of movements in foreign exchange in the balance sheet (19,328) (2,840) (2,265) (24,433)
Depreciation (476,324) (497,286) (50,782) (1,024,392)
Write-offs 205,790 794,893 109,604 1,110,287
Transfers (from) / to other asset categories 1,537 (1,043) 12,914 13,408
At December 31, 2021 (1,101,199) (724,183) (57,203) (1,882,585)
Effects of movements in foreign exchange in the balance sheet 28,474 3,817 1,995 34,286
Depreciation (152,402) (175,929) (19,361) (347,692)
Write-offs 18,413 22,526 - 40,939
Transfers (from) / to other asset categories 51,510 (1,255) 11,114 61,369
At June 30, 2022 (1,155,204) (875,024) (63,455) (2,093,683)
Carrying amount:
At December 31, 2021 1,205,982 1,299,707 54,502 2,560,191
At June 30, 2022 1,186,099 1,461,135 85,753 2,732,987

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

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 06/30/2022 12/31/2021
2021-2025 8.10% 7.29%
2026-2030 9.72% 9.78%
2031-2035 13.39% 14.47%

11.

GOODWILL
06/30/2022 12/31/2021
Balance at the end of the previous year 42,411,260 40,023,457
Effects of movements in foreign exchange in the balance sheet (2,024,620) 1,255,314
Effect of application of IAS 29 (hyperinflation) 941,559 1,092,437
Acquisitions, (write-offs) and disposal through business combinations - 40,052
Balance at the end of the year 41,328,199 42,411,260

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

Functional currency 06/30/2022 12/31/2021
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 4,361,539 4,439,344
Panama PAB 1,820,822 1,939,896
Latin America - South:
Argentina ARS 3,431,490 3,232,649
Bolivia BOB 1,852,791 1,973,945
Chile CLP 49,762 57,371
Paraguay PYG 1,027,114 1,083,196
Uruguay UYU 194,871 185,166
Canada CAD 10,887,395 11,797,278
41,328,199 42,411,260

(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, 2022

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, 2022.

12. TRADE PAYABLES
06/30/2022 12/31/2021
Trade payables (i) 19,865,475 23,867,688
Related parties (Note 26) 1,316,177 1,210,223
Current 21,181,652 25,077,911
Trade payables (i) 185,666 209,140
Related parties (Note 26) 367,129 407,916
Non-current 552,795 617,056
Total 21,734,447 25,694,967

(i) The nominal contractual amounts, including interest, amount to R$21,932 million at June 30, 2022 (R$29,103 million at December 31, 2021).

13. INTEREST-BEARING LOANS AND BORROWINGS
06/30/2022 12/31/2021
Secured bank loans 69,953 72,760
Unsecured bank loans 82,820 84,070
Other unsecured loans 34,689 37,250
Lease liabilities 706,900 653,038
Current liabilities 894,362 847,118
Secured bank loans 142,701 174,279
Other unsecured loans 108,467 92,858
Lease liabilities 2,050,512 1,986,269
Non-current liabilities 2,301,680 2,253,406

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.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

Contractual clauses (Covenants)

As at June 30, 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 only personal guarantees as collateral, or are unsecured. Most loan contracts contain contractual covenants, including: financial covenants, including limitations on new indebtedness; going-concern basis; maintenance, in use or in good condition for the business, of the Company's assets; restrictions on acquisitions, mergers, sales or disposals of its assets; disclosure of financial statements and the balance sheet; no prohibitions related to new guarantees for loans contracted, except if: (i) expressly authorized under the agreement; (ii) new loans contracted from financial institutions linked to the Brazilian government including BNDES or foreign governments; or foreign governments, multilateral financial institutions (e.g. the World Bank) or in jurisdictions in which the Company operates.

Additionally, all agreements with BNDES are subject to certain "provisions applicable to agreements entered into with BNDES" ("Provisions"). Such Provisions require the borrower to obtain prior consent from BNDES if they, for instance, wish to: (i) raise new loans (except for the loans described in the Provisions); (ii) give preference and/or priority to other debts; and/or (iii) dispose of or encumber any items of their fixed assets (except as provided for within the Provisions).

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

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

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

14. PROVISIONS

(a) Provision changes

Balance as at December 31, 2020 Effect of changes in foreign exchange rates Additions Provisions used Provisions reversed Balance as at December 31, 2021
Provision for disputes and litigation
Taxes on sales 184,196 - 198,519 (57,308) (106,854) 218,553
Labor 129,842 (820) 163,142 (147,167) (20,809) 124,188
Civil 86,856 (2,207) 273,888 (71,838) (33,745) 252,954
Other taxes 156,612 2,000 14,562 (5,159) (5,026) 162,989
Total provision for disputes and litigation 557,506 (1,027) 650,111 (281,472) (166,434) 758,684
Restructuring 14,492 1,153 6,796 (5,035) - 17,406
Total provisions 571,998 126 656,907 (286,507) (166,434) 776,090
Balance as at December 31, 2021 Effect of changes in foreign exchange rates Additions Provisions used Provisions reversed Balance as at June 30, 2022
Provision for disputes and litigation
Taxes on sales 218,553 17,699 36,191 (21,113) (43,422) 207,908
Labor 124,188 (2,273) 76,955 (62,039) (8,550) 128,281
Civil 252,954 5,345 65,107 (8,859) (28,379) 286,168
Other taxes 162,989 (2,228) 21,759 (2,409) (17,049) 163,062
Total provision for disputes and litigation 758,684 18,543 200,012 (94,420) (97,400) 785,419
Restructuring 17,406 (1,394) - (2,934) - 13,078
Total provisions 776,090 17,149 200,012 (97,354) (97,400) 798,497

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

(b) Expected settlement
06/30/2022 12/31/2021
Current Non-current Current Non-current
Provision for disputes and litigation
Taxes on sales 53,469 154,439 55,390 163,163
Labor 29,789 98,492 27,967 96,221
Civil 71,024 215,144 58,835 194,119
Other taxes 22,793 140,269 20,922 142,067
Total provision for disputes and litigation 177,075 608,344 163,114 595,570
Restructuring 5,508 7,570 9,204 8,202
Total provisions 182,583 615,914 172,318 603,772

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

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

(c.1) Sales taxes

In Brazil, the Company and its subsidiaries are parties to various administrative and judicial proceedings related to ICMS, IPI, PIS and COFINS taxes. Such proceedings include, among others, tax offsetting, 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 is involved in civil lawsuits considered as representing a probable likelihood of loss. The most relevant portion of these lawsuits refers to former distributors, mainly in Brazil, mostly claiming damages resulting from the termination of their contracts.

The processes representing possible probabilities are disclosed in Note 25 - Contingencies.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

15. CHANGES IN EQUITY

(a) Capital stock

06/30/2022 06/30/2021
Thousands of common shares Thousands of Real Thousands of common shares Thousands of Real
Beginning balance 15,744,452 58,042,464 15,735,118 57,899,073
Capital increase (i) 5,765 88,053 6,337 107,223
Final balance (ii) 15,750,217 58,130,517 15,741,455 58,006,296

(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, 2021 (941,637) 53,662,811 700,898 1,563,439 54,985,511
Capital increase (29,471) - - (74,333) (103,804)
Purchases of shares and results of treasury shares (41,527) - - - (41,527)
Share-based payments - - - 193,016 193,016
At June 30, 2021 (1,012,635) 53,662,811 700,898 1,682,122 55,033,196
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 and results of treasury shares (37,700) - - - (37,700)
Share-based payments - - - 90,533 90,533
At June 30, 2022 (1,075,411) 53,662,811 700,898 1,887,434 55,175,732

(b.1) Purchase of shares and results 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 Results of Treasury Shares Total Treasury Shares
Thousands of shares Thousands of Brazilian Reais Thousands of shares Thousands of Brazilian Reais
At January 1, 2021 203 (3,045) (938,592) (941,637)
Changes during the year 4,091 (70,310) (688) (70,998)
At June 30, 2021 4,294 (73,355) (939,280) (1,012,635)

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

Acquisition/realization of shares Results 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)

(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$150,980 on June 30, 2022 (R$199,518 at June 30, 2021) (Note 22 - Share-based payments).

(c) Net income reserves

Net income reserves
Investments reserve Legal reserve Fiscal incentive Total
At January 1, 2021 14,511,147 4,456 11,404,458 25,920,061
At June 30, 2021 14,511,147 4,456 11,404,458 25,920,061
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

There was no change in net income reserves in the second quarter of 2021 and 2022.

(c.1) Investments reserve

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

(c.2) 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, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

(c.3) Tax incentives

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

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

06/30/2022 06/30/2021
ICMS (Brazilian state value-added tax) 1,093,627 806,625
Income tax 101,960 80,868
1,195,587 887,493

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

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

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

There was no payment of dividends or interest on shareholders' equity in the six-month periods ended June 30, 2021 and June 30, 2022.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

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, 2021 11,076,439 744,441 (1,473,230) (4,783) (73,777) 156,091 (75,414,198) (64,989,017)
Comprehensive income:
Gains/(losses) on the translation of foreign operations (1,378,650) - - - - - - (1,378,650)
Cash flow hedges - (150,283) - - - - - (150,283)
Actuarial gains/(losses) - - (57,889) - - - - (57,889)
Total comprehensive income (1,378,650) (150,283) (57,889) - - - - (1,586,822)
Gains/(losses) of controlling interest - - - - (46,870) - - (46,870)
At June 30, 2021 9,697,789 594,158 (1,531,119) (4,783) (120,647) 156,091 (75,414,198) (66,622,709)
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)

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

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.

In March, 2021, an actuarial loss of R$56,940 arising from the deficit on the defined benefits plan was fully recorded under actuarial gains and losses as a counterpart to the balance receivable originally recorded. There were no actuarial gains or losses arising from surplus or deficit in 2022.

(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, 2022

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
06/30/2022 06/30/2021 06/30/2022 06/30/2021 06/30/2022 06/30/2021 06/30/2022 06/30/2021 06/30/2022 06/30/2021
Net sales 19,050,551 15,748,746 4,506,717 4,621,033 8,051,612 6,736,542 4,819,267 5,244,581 36,428,147 32,350,902
Cost of sales (10,364,678) (8,083,059) (2,322,919) (2,186,611) (4,090,924) (3,484,972) (2,010,219) (2,155,957) (18,788,740) (15,910,599)
Gross profit 8,685,873 7,665,687 2,183,798 2,434,422 3,960,688 3,251,570 2,809,048 3,088,624 17,639,407 16,440,303
Distribution expenses (2,721,701) (2,330,814) (454,647) (425,989) (1,020,317) (799,200) (947,329) (934,363) (5,143,994) (4,490,366)
Sales and marketing expenses (1,825,768) (1,555,573) (279,920) (317,114) (727,030) (646,103) (560,140) (574,355) (3,392,858) (3,093,145)
Administrative expenses (1,561,228) (1,449,751) (129,335) (267,483) (410,923) (379,808) (366,752) (279,903) (2,468,238) (2,376,945)
Other operating income/(expenses) 1,549,149 1,581,520 34,910 4,018 33,874 (5,920) 8,220 (6,728) 1,626,153 1,572,890
Exceptional items (19,263) (61,048) (8,648) (29,056) (30,538) (61,698) - (5,273) (58,449) (157,075)
Income from operations 4,107,062 3,850,021 1,346,158 1,398,798 1,805,754 1,358,841 943,047 1,288,002 8,202,021 7,895,662
Net finance costs (217,710) (181,418) 13,090 (131,540) (814,376) (982,543) (73,179) (46,097) (1,092,175) (1,341,598)
Share of results of joint ventures (4,827) (697) (934) (5,011) - - 151 (15,863) (5,610) (21,571)
Income before income tax 3,884,525 3,667,906 1,358,314 1,262,247 991,378 376,298 870,019 1,226,042 7,104,236 6,532,493
Income tax expense 595,527 277,541 (423,410) (505,836) (367,382) (216,218) (316,085) (425,088) (511,350) (869,601)
Net income 4,480,052 3,945,447 934,904 756,411 623,996 160,080 553,934 800,954 6,592,886 5,662,892
EBITDA (iii) 5,685,192 5,266,729 1,682,455 1,734,378 2,377,774 1,896,562 1,251,568 1,540,100 10,996,989 10,437,769
Depreciation. amortization and impairment (1,582,957) (1,417,405) (337,231) (340,591) (572,020) (537,721) (308,370) (267,961) (2,800,578) (2,563,678)
Net finance costs (217,710) (181,418) 13,090 (131,540) (814,376) (982,543) (73,179) (46,097) (1,092,175) (1,341,598)
Income tax expense 595,527 277,541 (423,410) (505,836) (367,382) (216,218) (316,085) (425,088) (511,350) (869,601)
Net income 4,480,052 3,945,447 934,904 756,411 623,996 160,080 553,934 800,954 6,592,886 5,662,892
EBITDA margin as a % (iii) 29.8% 33.4% 37.3% 37.5% 29.5% 28.2% 26.0% 29.4% 30.2% 32.3%
Acquisition of property, plant and equipment 1,688,895 2,037,912 438,729 310,519 408,914 429,960 105,089 188,680 2,641,627 2,967,071

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

(continued)

Brazil CAC (i) Latin America - South (ii) Canada Consolidated
06/30/2022 12/31/2021 06/30/2022 12/31/2021 06/30/2022 12/31/2021 06/30/2022 12/31/2021 06/30/2022 12/31/2021
Segment assets 55,477,819 54,609,401 15,269,830 15,351,934 21,913,349 21,582,950 17,606,771 18,016,562 110,267,769 109,560,847
Intersegment elimination (2,669,756) (2,868,475)
Non-segmented assets 29,035,395 31,910,111
Total assets 136,633,408 138,602,483
Segment liabilities 22,729,099 27,611,116 4,943,938 5,414,414 6,226,847 7,843,612 6,219,552 6,156,510 40,119,436 47,025,652
Intersegment elimination (2,669,856) (2,869,056)
Non-segmented liabilities 99,183,828 94,445,887
Total liabilities 136,633,408 138,602,483

(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.

(iii) From 2021 onwards, the Adjusted EBITDA metric was changed to EBITDA, for presentation purposes, including for comparative purposes.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

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
06/30/2022 06/30/2021 06/30/2022 06/30/2021 06/30/2022 06/30/2021 06/30/2022 06/30/2021 06/30/2022 06/30/2021
Net sales 9,452,346 7,523,452 2,223,859 2,461,526 3,449,016 2,544,018 2,863,774 3,182,145 17,988,995 15,711,141
Cost of sales (5,266,615) (4,101,576) (1,157,144) (1,171,168) (1,754,798) (1,381,244) (1,195,697) (1,311,281) (9,374,254) (7,965,269)
Gross profit 4,185,731 3,421,876 1,066,715 1,290,358 1,694,218 1,162,774 1,668,077 1,870,864 8,614,741 7,745,872
Distribution expenses (1,336,809) (1,261,702) (261,029) (216,448) (494,646) (329,279) (522,491) (553,344) (2,614,975) (2,360,773)
Sales and marketing expenses (1,058,889) (846,167) (136,859) (156,437) (383,150) (320,339) (296,984) (325,162) (1,875,882) (1,648,105)
Administrative expenses (806,332) (660,365) (71,810) (157,124) (212,291) (178,254) (204,369) (147,143) (1,294,802) (1,142,886)
Other operating income/(expenses) 1,212,356 1,389,940 10,785 3,983 10,946 (1,247) 5,344 2,274 1,239,431 1,394,950
Exceptional items (6,054) (42,287) (4,284) (12,189) (20,885) (26,396) - (4,778) (31,223) (85,650)
Income from operations 2,190,003 2,001,295 603,518 752,143 594,192 307,259 649,577 842,711 4,037,290 3,903,408
Net finance costs 82,934 208,704 25,833 (81,847) (547,563) (394,810) (56,666) (9,345) (495,462) (277,298)
Share of results of joint ventures (2,435) 903 (771) (1,729) - - - (8,199) (3,206) (9,025)
Income before income tax 2,270,502 2,210,902 628,580 668,567 46,629 (87,551) 592,911 825,167 3,538,622 3,617,085
Income tax expense (42,141) 14,918 (188,765) (315,716) (43,770) (121,353) (199,898) (265,353) (474,574) (687,504)
Net income 2,228,361 2,225,820 439,815 352,851 2,859 (208,904) 393,013 559,814 3,064,048 2,929,581
EBITDA (iii) 2,991,072 2,728,103 794,449 915,223 883,722 561,073 834,456 990,132 5,503,699 5,194,531
Depreciation. amortization and impairment (803,504) (725,905) (191,702) (164,809) (289,530) (253,814) (184,879) (155,620) (1,469,615) (1,300,148)
Net finance costs 82,934 208,704 25,833 (81,847) (547,563) (394,810) (56,666) (9,345) (495,462) (277,298)
Income tax expense (42,141) 14,918 (188,765) (315,716) (43,770) (121,353) (199,898) (265,353) (474,574) (687,504)
Net income 2,228,361 2,225,820 439,815 352,851 2,859 (208,904) 393,013 559,814 3,064,048 2,929,581
EBITDA margin as a % (iii) 31.6% 36.3% 35.7% 37.2% 25.6% 22.1% 29.1% 31.1% 30.6% 33.1%

(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.

(iii) From 2021 onwards, the Adjusted EBITDA metric was changed to EBITDA, for presentation purposes, including for comparative purposes.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

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
06/30/2022 06/30/2021 06/30/2022 06/30/2021 06/30/2022 06/30/2021 06/30/2022 06/30/2021 06/30/2022 06/30/2021 06/30/2022 06/30/2021
Net sales 16,013,087 13,574,074 3,037,464 2,174,672 19,050,551 15,748,746 7,912,900 6,449,262 1,539,446 1,074,190 9,452,346 7,523,452
Cost of sales (8,511,622) (6,845,050) (1,853,056) (1,238,009) (10,364,678) (8,083,059) (4,319,455) (3,443,559) (947,160) (658,017) (5,266,615) (4,101,576)
Gross profit 7,501,465 6,729,024 1,184,408 936,663 8,685,873 7,665,687 3,593,445 3,005,703 592,286 416,173 4,185,731 3,421,876
Distribution expenses (2,232,799) (1,946,099) (488,902) (384,715) (2,721,701) (2,330,814) (1,090,256) (1,054,431) (246,553) (207,271) (1,336,809) (1,261,702)
Sales and marketing expenses (1,661,855) (1,407,972) (163,913) (147,601) (1,825,768) (1,555,573) (953,225) (766,645) (105,664) (79,522) (1,058,889) (846,167)
Administrative expenses (1,364,164) (1,257,123) (197,064) (192,628) (1,561,228) (1,449,751) (704,018) (577,276) (102,314) (83,089) (806,332) (660,365)
Other operating income/(expenses) 1,300,351 1,341,851 248,798 239,669 1,549,149 1,581,520 1,018,298 1,189,600 194,058 200,340 1,212,356 1,389,940
Exceptional items (17,473) (60,760) (1,790) (288) (19,263) (61,048) (4,832) (42,044) (1,222) (243) (6,054) (42,287)
Income from operations 3,525,525 3,398,921 581,537 451,100 4,107,062 3,850,021 1,859,412 1,754,907 330,591 246,388 2,190,003 2,001,295
Net finance costs (217,710) (181,418) - - (217,710) (181,418) 82,934 208,704 - - 82,934 208,704
Share of results of joint ventures (4,827) (697) - - (4,827) (697) (2,435) 903 - - (2,435) 903
Income before income tax 3,302,988 3,216,806 581,537 451,100 3,884,525 3,667,906 1,939,911 1,964,514 330,591 246,388 2,270,502 2,210,902
Income tax expense 595,527 277,541 - - 595,527 277,541 (42,141) 14,918 - - (42,141) 14,918
Net income 3,898,515 3,494,347 581,537 451,100 4,480,052 3,945,447 1,897,770 1,979,432 330,591 246,388 2,228,361 2,225,820
EBITDA (i) 4,916,436 4,644,062 768,756 622,667 5,685,192 5,266,729 2,566,722 2,400,470 424,350 327,633 2,991,072 2,728,103
Depreciation, amortization and impairment (1,395,738) (1,245,838) (187,219) (171,567) (1,582,957) (1,417,405) (709,745) (644,660) (93,759) (81,245) (803,504) (725,905)
Net finance costs (217,710) (181,418) - - (217,710) (181,418) 82,934 208,704 - - 82,934 208,704
Income tax expense 595,527 277,541 - - 595,527 277,541 (42,141) 14,918 - - (42,141) 14,918
Net income 3,898,515 3,494,347 581,537 451,100 4,480,052 3,945,447 1,897,770 1,979,432 330,591 246,388 2,228,361 2,225,820
EBITDA margin as a % (i) 30.7% 34.2% 25.3% 28.6% 29.8% 33.4% 32.4% 37.2% 27.6% 30.5% 31.6% 36.3%

(i) From 2021 onwards, the Adjusted EBITDA metric was changed to EBITDA, for presentation purposes, including for comparative purposes.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

17. NET SALES

Reconciliation between gross sales and net sales:

Six-month period ended: Three-month period ended:
06/30/2022 06/30/2021 06/30/2022 06/30/2021
Gross sales and/or services 57,630,920 47,582,078 28,323,374 23,037,223
Excise duty (11,305,015) (9,879,600) (5,692,547) (4,843,404)
Discounts (9,897,758) (5,351,576) (4,641,832) (2,482,678)
36,428,147 32,350,902 17,988,995 15,711,141
18. OTHER OPERATING INCOME/(EXPENSES)
Six-month period ended: Three-month period ended:
06/30/2022 06/30/2021 06/30/2022 06/30/2021
Government grants/net present value of long-term fiscal incentives 553,733 350,209 321,378 178,571
Extemporaneous credits/(debits) (i) 1,013,521 1,219,175 922,065 1,219,175
(Additions)/reversals of provisions (11,013) (21,469) 1,581 (12,489)
Gains/(losses) on disposals of property, plant and equipment, intangible assets and the operations of associates 45,913 11,330 12,490 (1,337)
Other operating income/(expenses), net 23,999 13,645 (18,083) 11,030
1,626,153 1,572,890 1,239,431 1,394,950

(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).

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

19. EXCEPTIONAL ITEMS
06/30/2022 06/30/2021 06/30/2022 06/30/2021
COVID-19 impacts (ii) (15,567) (76,562) (4,899) (45,511)
Restructuring (i) (41,972) (76,663) (25,414) (37,478)
Effect of application of IAS 29 (hyperinflation) (910) (3,850) (910) (2,661)
(58,449) (157,075) (31,223) (85,650)

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

(ii) COVID-19 expenses refer to (a) additional administrative expenses to ensure the safety of our people (increased frequency of cleaning at 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.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

20. FINANCE EXPENSES AND INCOME
(a) Finance expenses
Six-month period ended: Three-month period ended:
06/30/2022 06/30/2021 06/30/2022 06/30/2021
Interest expense (957,469) (638,158) (559,707) (303,569)
Net interest on pension plans (53,650) (59,375) (25,707) (31,548)
Losses on hedging instruments (1,553,745) (1,071,076) (845,997) (300,212)
Interest on provision for disputes and litigation (96,810) (94,061) (57,787) (76,331)
Exchange variations (247,366) (296,001) (121,903) (117,580)
Tax on financial transactions (146,615) (68,690) (85,927) (57,321)
Bank guarantee expenses (97,931) (87,281) (58,776) (56,367)
Other financial results (298,972) (91,297) (73,661) (18,616)
(3,452,558) (2,405,939) (1,829,465) (961,544)

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

Six-month period ended: Three-month period ended:
06/30/2022 06/30/2021 06/30/2022 06/30/2021
Financial instruments measured at amortized cost (280,264) (195,484) (169,710) (4,740)
Financial instruments at fair value through profit or loss (677,205) (442,674) (389,997) (298,829)
(957,469) (638,158) (559,707) (303,569)
(b) Finance income
Six-month period ended: Three-month period ended:
06/30/2022 06/30/2021 06/30/2022 06/30/2021
Interest income 1,154,072 627,537 756,804 520,184
Interest and foreign exchange rate on loans to/from related parties 14,964 20,610 11,642 7,618
Other financial results 409,000 12,419 114,336 4,462
1,578,036 660,566 882,782 532,264
Effect of application of IAS 29 (hyperinflation) 782,347 403,775 451,221 151,982
2,360,383 1,064,341 1,334,003 684,246

Interest income arises from the following financial assets:

Six-month period ended: Three-month period ended:
06/30/2022 06/30/2021 06/30/2022 06/30/2021
Cash and cash equivalents 215,159 100,152 137,652 48,144
Investment securities held for trading 84,147 21,432 37,757 11,735
Other receivables (i) 854,766 505,953 581,395 460,305
1,154,072 627,537 756,804 520,184

(i) Mainly related to monetary adjustments related to the exclusion of ICMS (VAT tax) from the basis of PIS and COFINS calculation, in the amount of R$470.9 million at June 2022 (R$277.5 million at June 2021), additional details in Note 25 - Contingencies

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

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:
06/30/2022 06/30/2021 06/30/2022 06/30/2021
Income tax expense - current (2,451,893) (1,315,841) (2,189,517) (799,849)
Deferred tax expense on temporary differences 1,940,416 351,836 1,718,975 8,297
Deferred tax on tax loss carryforward movements in the current period 127 94,404 (4,032) 104,048
Total deferred tax (expense)/income 1,940,543 446,240 1,714,943 112,345
Total income tax expenses (511,350) (869,601) (474,574) (687,504)

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

06/30/2022 06/30/2021 06/30/2022 06/30/2021
Profit before tax 7,104,236 6,532,493 3,538,622 3,617,085
Adjustment on a taxable basis
Others non-taxable income (574,695) - (493,560) -
Government grants related to sales taxes (1,093,627) (806,625) (607,291) (408,146)
Share of results of joint ventures 5,610 21,571 3,206 9,025
Non-deductible expenses 51,187 42,518 43,783 26,996
Worldwide taxation 104,648 (112,062) (41,252) 21,246
5,597,359 5,677,895 2,443,508 3,266,206
Aggregated weighted nominal tax rate 29.66% 28.61% 30.57% 28.93%
Taxes payable - nominal rate (1,660,005) (1,624,618) (746,965) (944,888)
Adjustment on tax expense
Income tax incentives 101,960 80,868 80,581 37,680
Deductible interest on shareholders' equity 1,352,781 1,031,129 606,174 438,450
Tax savings from goodwill amortization 18,629 38,731 4,289 19,365
Withholding income tax (34,453) (312,940) (205,078) (23,944)
Recognition/(write-off) of deferred charges on tax losses (46,761) (1,773) (42,345) 50,588
Effect of application of IAS 29 (hyperinflation) (108,431) (61,026) (70,930) (46,622)
Others with reduced taxation (135,070) (19,972) (100,300) (218,133)
Income tax and social contribution expense (511,350) (869,601) (474,574) (687,504)
Effective tax rate 7.20% 13.31% 13.41% 19.01%

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

· Government subsidy for sales taxes: for regional incentives, these are related primarily to local production and, when reinvested, are not subject to income tax and social contribution, 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 ICMS.
· Complement of income tax on foreign subsidiaries due in Brazil: shows the result of the calculation of universal taxation of profits, according to the regulations of Law 12,973/14.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

· 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 2022 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 is deductible for income tax purposes.
22. SHARE-BASED PAYMENTS

Currently the Company has two plans of share-based payment programs: (i) the Stock Option Plan, approved in the Extraordinary General Meeting of July 30, 2013 ("Stock Option Plan"), and (ii) the Share-based Payment Plan, approved in the Extraordinary General Meeting of April 29, 2016, as amended in the Extraordinary General Meeting of July 30, 2013 ("Share-Based Plan"). In each plan different restricted stock option 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 may be granted under the Stock Option Plan.

1. Under the first model, beneficiaries, in accordance with their internal category, may 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, to acquisition 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.

Under the second model, the beneficiary may exercise the stock options granted only after a period of up to five years from the corresponding stock option 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, to the 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 five-year lock-up period.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

For all stock option programs, the fair value of the shares is estimated as at the option grant date, using the "Hull Binomial" pricing model, adjusted to reflect the IFRS 2 requirement that assumptions regarding forfeiture before the end of the vesting period cannot impact the fair value of the option. 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 of the Company, including in the form of ADRs. The shares that are subject to the Share-Based Plan are designated as "restricted shares".

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

The restricted 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 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 stocks grant date based on the share price of the trading session on B3 S.A. immediately prior to the granting of the shares and based on the number of grant shares. During the grace period the amount is recorded as expense against equity. The shares are transferred to attendees according to terms and periods by the respective programs.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

The total number of outstanding options developed was as follows:

Thousand options 06/30/2022 12/31/2021
Options outstanding at January 113,760 127,265
Options exercised during the period - (5,247)
Options forfeited during the period (3,164) (8,258)
Options outstanding at the end of the period 110,596 113,760

The range of exercise prices of the outstanding options is from R$15.95 (R$15.95 in 2021) to R$43.23 (R$45.97 in 2021) and the weighted average remaining contractual life is approximately 6.68 years (6.70 years in 2021).

Of the 110,596 thousand outstanding options (113,760 thousand in 2021), 61,455 thousand options were vested in 2022 (59,250 thousand in 2021).

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

In R$ per share 06/30/2022 12/31/2021
Options outstanding at January 1 19.92 19.81
Options forfeited during the period 18.97 25.27
Options exercised during the period - 13.16
Options outstanding at the end of the period 19.73 19.92
Options exercisable at the end of the period 20.56 21.14

For the period ended in June 30, 2022 there were no options exercised (in December 31, 2021 the weighted average share price as at the exercise date was R$17.87).

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

During the period, the Company did not grant deferred shares under the Stock Option Plan (in 2021 110 thousand deferred shares have been granted, which are valued based on the share price for the trading session immediately prior to the grant, which represented a fair value of R$1,690). Such deferred shares are subject to a grace period of five years from the grant date.

During the period, the Company granted 19,481 thousand restricted shares under the Share-Based Plan (20,629 thousand in 2021), which are valued based on the share price of the trading session immediately prior to the granting of the shares, representing a fair value of approximately R$296,111 in 2022 (R$325,735 in 2021). Such restricted share units are subject to a grace period which can vary from three to five years counted from the grant date.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

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

Deferred shares

Thousand deferred shares 06/30/2022 12/31/2021
Deferred shares outstanding at January 1 1,168 6,065
New deferred shares during the period - 110
Deferred shares granted during the period (214) (4,964)
Deferred shares forfeited during the period (4) (43)
Deferred shares outstanding at the end of the period 950 1,168

Restricted shares

Thousand restricted shares 06/30/2022 12/31/2021
Restricted shares outstanding at January 62,545 43,458
New restricted shares during the period 19,481 20,629
Restricted shares granted during the period - (22)
Restricted shares forfeited during the period (837) (1,520)
Restricted shares outstanding at the end of the period 81,189 62,545

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

The transactions with share-based payments described above generated an expense of R$149,652 on June 30, 2022 (R$203,290 on June 30, 2021), recorded as administrative expenses.

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").

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

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

The Policy establishes that all the financial assets and liabilities in each country in which Ambev operates must be denominated in their respective local currencies. The Policy also sets out the procedures and controls required to identify, measure and minimize market risks, such as variations in foreign exchange rates, interest rates and commodities (mainly aluminum, wheat, corn and sugar) that may affect Ambev's revenue, costs and/or investment amounts. The Policy states that all of the known risks (e.g. foreign currency and interest) shall be hedged by contracting derivative financial instruments. Existing risks which are not yet recorded (e.g. future contracts for the purchase of raw materials or property, plant and equipment) shall be mitigated using projections for the period required for the Company to adapt to the new costs scenario, which may vary from ten to fourteen months, also through the use of derivative financial instruments. Most translation risks are not hedged. The exceptions to the policy must be approved by the Operations, Finance and Compensation Committee (COF).

Derivative financial instruments

The derivative financial instruments authorized under the Financial Risk Management Policy include futures contracts traded on exchanges, full deliverable forwards, non-deliverable forwards, swaps and options. At June 30, 2022, the Company and its subsidiaries had no target forwards, swaps with currency verification, or any other derivative transactions representing a risk level above the nominal value of the contracts. The derivative operations are managed on a consolidated basis and classified based on the strategy according to their purposes, as follows:

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

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

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

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

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.

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

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.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

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: 06/30/2022 Three-month period ended: 06/30/2022
Fair Value Gain / (Losses) Gain / (Losses)
Exposure Risk Notional Assets Liabilities Finance Result Operational Result Equity Finance Result Operational Result Equity
Cost 22,754,256 756,116 (793,580) (1,510,732) 486,195 (260,432) (946,256) 146,693 1,068,882
Commodities 5,468,657 162,671 (688,291) 11,553 443,063 (617,314) 37,139 151,246 (948,801)
US Dollars 17,101,373 574,046 (103,235) (1,518,384) 36,459 369,174 (982,029) (2,548) 2,099,700
Euros 31,479 - (1,927) (484) 679 (1,835) (134) 405 (95)
Mexican Pesos 152,747 19,399 (127) (3,417) 5,994 (10,457) (1,232) (2,410) (81,922)
Fixed Assets 234,114 38 (12,490) (4,529) 3,146 (4,428) 28,844 (5,843) (15,176)
US Dollars 234,114 38 (12,490) (4,529) 3,146 (4,428) 28,844 (5,843) (15,176)
Expenses 344,890 582 (7,106) (32,141) 6,872 (23,277) 2,270 (372) (223,151)
US Dollars 344,890 582 (7,106) (32,141) 6,872 (23,277) 2,270 (372) (223,151)
June 30, 2022 23,333,260 756,736 (813,176) (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, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

Six-month period ended: 06/30/2021 Three-month period ended: 06/30/2021
Fair Value Gain / (Losses) Gain / (Losses)
Exposure Risk Notional Assets Liabilities Finance Result Operational Result Equity Finance Result Operational Result Equity
Cost 18,911,847 597,455 (421,087) (910,219) 674,440 604,513 (344,814) 293,993 (576,424)
Commodities 3,179,859 455,294 (41,244) (8,188) 461,271 430,129 32,016 312,197 272,704
US Dollars 15,516,386 136,243 (378,396) (890,992) 240,727 226,378 (366,843) (7,631) (822,658)
Euros 31,839 - (787) (112) 886 (2,158) (40) (234) 12
Mexican Pesos 183,763 5,918 (660) (10,927) (28,444) (49,836) (9,947) (10,339) (26,482)
Fixed Assets 1,111,350 1,065 (53,327) (217,369) 53,341 64,947 (80,571) 19,627 27,543
US Dollars 1,111,350 1,065 (53,327) (217,369) 53,341 64,947 (80,571) 19,627 27,543
Expenses 365,752 453 (18,132) (68,605) 19,094 95,788 (24,201) 6,045 30,541
US Dollars 365,752 453 (18,132) (68,605) 19,094 95,788 (24,201) 6,045 30,541
Equity Instrument - - - 106,457 - - 161,796 - -
Stock Exchange Prices - - - 106,457 - - 161,796 - -
Total 20,388,949 598,973 (492,546) (1,089,736) 746,875 765,248 (287,790) 319,665 (518,340)

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

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 exposure related to debts. As at June 30, 2022, the Company does not hold hedge positions to the exposure described below:

06/30/2022
Risk
Interest rate Amount in Brazilian Real
Brazilian Reais 7.9% 2,211,262
Working capital in Argentinean Peso 43.7% 518,580
Other 13.1% 325,880
US Dollars 14.0% 16,446
Canadian Dollars 2.3% 422,306
Pre-fixed interest rate 3,494,474
Brazilian Reais 12.2% 220,148
Post fixed interest rate 220,148

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

12/31/2021
Risk
Interest rate Amount in Brazilian Real
Brazilian Reais 7.2% 2,343,257
Working capital in Argentinean Peso 34.7% 30,514
Other 11.3% 226,037
US Dollars 13.1% 17,450
Canadian Dollars 2.5% 430,781
Pre-fixed interest rate 3,048,039
Brazilian Reais 11.6% 82,999
Post fixed interest rate 82,999

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, 2022 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, 2022.

3 - Remote scenario: 50% deterioration in each transaction's main risk factor compared to the level observed as at June 30, 2022.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

Transaction Risk Fair Value Probable scenario Adverse scenario Remote scenario
Commodities hedge Decrease in commodities price (525,620) (734,079) (1,892,784) (3,259,948)
Input purchases 525,620 734,079 1,892,784 3,259,948
Foreign exchange hedge Foreign currency decrease 488,156 264,155 (3,833,244) (8,154,643)
Input purchases (488,156) (264,155) 3,833,244 8,154,643
Cost effects - - - -
Foreign exchange hedge Foreign currency decrease (12,452) (13,587) (70,980) (129,509)
Capex Purchases 12,452 13,587 70,980 129,509
Fixed asset effects - - - -
Foreign exchange hedge Foreign currency decrease (6,524) (7,520) (92,746) (178,969)
Expenses 6,524 7,520 92,746 178,969
Expense effects - - - -
- - - -

As at June 30, 2022 the Notional and Fair Value amounts per instrument and maturity were as follows:

Notional Value
Exposure Risk 2022 2023 2024 2025 >2025 Total
Cost 16,851,211 5,903,045 - - - 22,754,256
Commodities 3,185,754 2,282,903 - - - 5,468,657
US Dollars 13,555,994 3,545,379 - - - 17,101,373
Euros 21,179 10,300 - - - 31,479
Mexican Pesos 88,284 64,463 - - - 152,747
Fixed assets 151,829 82,285 - - - 234,114
US Dollars 151,829 82,285 - - - 234,114
Expenses 297,799 47,091 - - - 344,890
US Dollars 297,799 47,091 - - - 344,890
17,300,839 6,032,421 - - - 23,333,260

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

Fair Value
Exposure Risk 2022 2023 2024 2025 >2025 Total
Costs 35,863 (73,327) - - - (37,464)
Commodities (399,810) (125,810) - - - (525,620)
US Dollars 424,204 46,607 - - - 470,811
Euros (1,740) (187) - - - (1,927)
Mexican Pesos 13,209 6,063 - - - 19,272
Fixed assets (9,608) (2,844) - - - (12,452)
US Dollars (9,608) (2,844) - - - (12,452)
Expenses (4,662) (1,862) - - - (6,524)
US Dollars (4,662) (1,862) - - - (6,524)
21,593 (78,033) - - - (56,440)

II.Credit Risk

Concentration of trade receivables credit risk

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

Concentration of counterparty credit risk

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

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

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, 2022

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, 2022. As at June 30, 2022, 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 and 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.

06/30/2022
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) 32,463,722 33,803,842 28,820,987 612,418 2,037,653 913,722 1,419,062
Secured bank loans 212,654 278,421 84,299 42,916 25,298 50,363 75,545
Unsecured bank loans 82,820 82,820 82,820 - - - -
Other unsecured loans 143,156 360,207 49,603 43,931 39,481 22,439 204,753
Lease liabilities 2,757,412 3,208,072 850,230 841,845 526,238 632,077 357,682
35,659,764 37,733,362 29,887,939 1,541,110 2,628,670 1,618,601 2,057,042
12/31/2021
Carrying amount Contractual cash flows Less than 1 year 1-2 years 2-3 years 3-5 years More than
5 years
Trade and other payables (i) 38,976,332 40,186,347 34,690,647 1,279,731 2,248,841 327,195 1,639,933
Secured bank loans 247,039 328,023 88,883 61,671 26,380 50,363 100,726
Unsecured bank loans 84,070 84,079 84,079 - - - -
Other unsecured loans 130,108 234,594 46,448 48,104 29,095 20,719 90,228
Lease liabilities 2,639,307 3,070,913 788,514 756,146 550,688 422,406 553,159
42,076,856 43,903,956 35,698,571 2,145,652 2,855,004 820,683 2,384,046

(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, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

IV.Equity price risk

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

On June 30, 2022, the Company does not have equity swap positions (on June 30, 2021 equity swap operations resulted in a gain of R$106,457).

V.Capital management

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

Financial instruments

(a) Financial instrument categories

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

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

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

06/30/2022
Amortized cost Fair value through profit or loss Total
Financial assets
Cash and cash equivalents less bank overdrafts 13,610,679 - 13,610,679
Trade receivables excluding prepaid expenses 7,083,970 - 7,083,970
Investment securities 222,511 1,535,714 1,758,225
Derivatives hedges - 756,736 756,736
Total 20,917,160 2,292,450 23,209,610
Financial liabilities
Trade payables 21,734,447 - 21,734,447
Put options granted on subsidiaries - 3,150,315 3,150,315
Derivatives hedges - 813,176 813,176
Interest-bearing loans and borrowing 3,196,042 - 3,196,042
Other liabilities 2,263,901 - 2,263,901
Total 27,194,390 3,963,491 31,157,881
12/31/2021
Amortized cost Fair value through profit or loss Total
Financial assets
Cash and cash equivalents less bank overdrafts 16,597,184 - 16,597,184
Trade receivables excluding prepaid expenses 7,084,660 - 7,084,660
Investment securities 192,877 1,914,607 2,107,484
Derivatives hedges - 598,973 598,973
Total 23,874,721 2,513,580 26,388,301
Financial liabilities
Trade payables 25,694,967 - 25,694,967
Put options granted on subsidiaries - 3,291,388 3,291,388
Derivatives hedges - 492,546 492,546
Interest-bearing loans and borrowing 3,100,524 - 3,100,524
Other liabilities 2,458,381 - 2,458,381
Total 31,253,872 3,783,934 35,037,806

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

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

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

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

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

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

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

06/30/2022 12/31/2021
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Financial assets
Financial assets at fair value through profit and loss 1,535,714 - - 1,535,714 1,914,607 - - 1,914,607
Derivatives - operational hedge 65,216 691,520 - 756,736 159,081 439,892 - 598,973
1,600,930 691,520 - 2,292,450 2,073,688 439,892 - 2,513,580
Financial liabilities
Financial liabilities at fair value through profit and loss - - 3,150,315 3,150,315 - - 3,291,388 3,291,388
Derivatives - operational hedge 107,206 705,970 - 813,176 193,386 299,160 - 492,546
107,206 705,970 3,150,315 3,963,491 193,386 299,160 3,291,388 3,783,934

Reconciliation of changes in the assets categorized at Level 3

Financial liabilities at December 31, 2021 3,291,388
Total gains and losses during the period (141,073)
Losses/(gains) recognized in net income 24,406
Losses/(gains) recognized in equity (165,479)
Financial liabilities at June 30, 2022 3,150,315

(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 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, 2022, no options were exercised. On June 30, 2022, the sum of the two ELJ tranches is R$3,143,732 (R$3,284,805 on December 31, 2021).

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

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".

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, 2022 the Company held R$700,325 in highly liquid financial investments or in cash, classified as cash and cash equivalents and investment securities (R$1,152,769 as at December 31, 2021).

Offsetting of financial assets and liabilities

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

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

24. COLLATERAL AND CONTRACTUAL COMMITMENTS WITH SUPPLIERS, ADVANCES FROM CUSTOMERS AND OTHERS
06/30/2022 12/31/2021
Collateral given for the Company's own liabilities 739,794 788,709
Other commitments 1,520,834 1,718,968
2,260,628 2,507,677
Commitments to suppliers 45,242,668 51,561,982
45,242,668 51,561,982

The collateral provided for liabilities totaled approximately R$2,260,628 as at June 30, 2022 (R$2,507,677 as at December 31, 2021), including R$707,926 (R$682,636 as at December 31, 2021) 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, 2022, Ambev maintained R$700,325 (R$1,152,769 as at December 31, 2021) 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.

Future contractual commitments as at June 30, 2022 and December 31, 2021 are as follows:

06/30/2022 12/31/2021
Less than 1 year 11,318,007 11,559,858
Between 1 and 2 years 10,028,270 9,982,233
More than 2 years 23,896,391 30,019,891
45,242,668 51,561,982

25.CONTINGENCIES

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

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

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

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

06/30/2022 12/31/2021
Income tax and social contribution 55,784,233 54,258,733
Value-added and excise taxes 25,318,867 23,912,359
PIS and COFINS 3,073,274 2,667,560
Others 1,812,322 1,606,253
85,988,696 82,444,905

Principal lawsuits with a likelihood of possible loss

Except for monetary inflation and the cases described below, there were no relevant changes in the main cases with possible chances of loss on the period, when compared to the period ended December 31, 2021.

IPI and PIS and COFINS

Manaus Free Trade Zone - IPI and PIS/COFINS

In Brazil, goods manufactured within the Manaus Free Trade Zone intended for remittance elsewhere in Brazil are exempt and/or zero rated from IPI excise tax and social contributions (PIS/COFINS). With respect to IPI, Ambev's subsidiaries have been registering IPI excise tax presumed credits upon the acquisition of exempted goods manufactured therein. Since 2009, Ambev has been receiving several tax assessments from the Brazilian Federal Tax Authorities relating to the disallowance of such credits.

Ambev has also been receiving charges from the Brazilian Federal Tax Authorities in relation to (i) federal taxes allegedly unduly offset with the disallowed presumed IPI excise tax credits that are under discussion in these proceedings, and (ii) amounts of PIS and COFINS allegedly over Arosuco's remittances to Ambev.

In April 2019, the Federal Supreme Court ("STF") announced its judgment on Extraordinary Appeal No. 592,891/SP, with binding effects, deciding on the rights of taxpayers registering presumed IPI excise tax credits on acquisitions of raw materials and exempted inputs originating from the Manaus Free Trade Zone. As a result of this decision, Ambev reclassified part of the amounts related to the IPI cases as remote losses maintaining as possible losses only issues related to other additional discussions that were not included in the analysis of the STF.

The cases are being challenged at both the administrative and judicial levels. Ambev management estimates the possible losses in relation to these assessments to be R$5.4 billion as of June 30, 2022 (R$4.9 billion as of December 31, 2021). Ambev has not recorded any provision in connection with these assessments.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

ICMS

ICMS-ST Trigger

Over the years, Ambev has received tax assessments to charge supposed ICMS differences considered due when the price of the products sold by Ambev is above the fixed price table basis established by the relevant States, cases in which the State tax authorities understand that the calculation basis should be based on a value-added percentage over the actual prices and not the fixed table price. Ambev is currently challenging those charges before the courts. The cases are being challenged at both the administrative and judicial levels of the courts. Ambev management estimates the amount related to this issue to be approximately R$8.9 billion as of June 30, 2022 (R$8.4 billion as of December 31, 2021), classified as a possible loss and, therefore, for which Ambev has made no provision for the period.

Contingent assets

In 2017, the Brazilian Supreme Federal Court ("STF") decided for, in the judgment of RE No. 574,706/PR, with binding effects, the unconstitutionality of the inclusion of ICMS in the taxable base of PIS and COFINS. Such decision was reaffirmed by the STF in May 2021, in the judgment of the request for clarification presented by the General Attorney's Office (PGFN), whereby the Court confirmed that the ICMS to be excluded from the PIS and COFINS taxable base is that declared in the invoice. The Court also determined that the decision should apply retroactively as of March 15, 2017 (date on which the decision on RE 574,706/PR was rendered), except for taxpayers who had judicial and administrative claims filed before said date (which is the case for the Company and its subsidiaries). Specifically in relation to the ICMS-ST, the Superior Court of Justice ("STJ") will judge, with binding effects, the inclusion of such type of ICMS in the PIS and COFINS taxable base of the substituted taxpayers.

The Company and its subsidiaries filed several lawsuits discussing the inclusion of the ICMS and/or the ICMS-ST on the PIS and COFINS taxable base, some with final and unappealable favorable decisions. As the federal tax regime applicable to the soft drinks and beer sector has changed over time, the Company and its subsidiaries are parties to lawsuits related to three different periods: (i) 1990 to 2009, (ii) 2009 to 2015 (period in which the "REFRI Taxation Model" was in force - special soft drinks and beer regime, provided for in Article 58-J of Law No. 10,833 of 2003), and (iii) 2015 onwards (also known as "New Model Taxation").

From to 2018 to 2022, the Company and its subsidiaries recognized, in accordance with IAS 37, recoverable tax credits related to this matter in the total amount of R$9.1 billion, of which (i) R$0.7 billion is related to the period from 1990 to 2009 and R$3.8 billion is related to the New Model Taxation - i.e. from May 2015 until the Company and its subsidiaries implemented the judicial decisions authorizing the exclusion of the ICMS from the PIS and COFINS taxable base in its regular transactions and which right of recovery is assured by the decision rendered by the STF in the judgment of RE 574.706/PR, and (ii) R$4.6 billion is related to the period from 2009 to 2015, during which the REFRI Taxation Model was in effect.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

Part of these amounts has already been used to offset other tax debts according to the final and unappealable decisions and the fulfillment of the necessary administrative procedures. The outstanding amount of recoverable tax credits remain registered in the asset account (see Note 8 - Recoverable Taxes).

The accounting recognition of said amounts is due to (i) the gain being virtually certain considering the decision provided by the STF in RE 574,706/PR and the specific circumstances of each case; and (ii) the fact that the amount could be estimated with sufficient reliability, by collecting the respective documents and quantifying the related amount. As to the tax credits related to the period in which the REFRI Taxation Model was in place, the amount could be estimated with sufficient reliability after several analyses made with the assistance of our external consultants. These analyses allowed us to (i) identify the total ICMS included per liter in the retail selling prices that were verified by the Federal Government at the time and that had an impact on the reference prices used as a taxable base for determination of the PIS and COFINS; and (ii) calculate the exclusion of such ICMS from the taxable base of PIS and COFINS in the transactions carried out by the Company and its subsidiaries.

In addition, with respect to the transactions performed after the implementation of the individual judicial decisions authorizing the exclusion of the ICMS from the PIS and COFINS taxable base, the Company and its subsidiaries had a positive impact of R$4.4 billion, net of the amounts mentioned above, which represented a reduction in the PIS and COFINS expenses.

For additional matters related to this subject, the Company estimates that the contingent asset corresponds to approximately R$0.5 billion. There might be additional amounts to be disclosed and recognized. Currently these amounts are not probable or virtually certain, as they depend on the specific circumstances of each case, as well as physical documentation not yet identified and, therefore, it is not possible to assess the overpaid taxes to be recovered. The amounts will be disclosed and recognized once the realization of the gain is probable and virtually certain, as well as upon confirmation of the estimated values with sufficient assurance.

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.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

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

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

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

Transactions with management members

In addition to short-term benefits (primarily salaries), management members are entitled to participate in the Stock Option Plan and Share-Based Payments Plan (Note 22 - Share-based payments).

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

Six-month period ended: Three-month period ended:
06/30/2022 06/30/2021 06/30/2022 06/30/2021
Short-term benefits (i) 32,103 42,989 16,017 14,161
Share-based payments (ii) 30,413 20,331 18,705 9,566
Total key Management remuneration 62,516 63,320 34,722 23,727

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

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

Excluding the 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, 2022 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, 2022 and December 31, 2021, actuarial obligations related to the benefits provided directly by Fundação Zerrenner were fully funded by plan assets, held for that purpose, which significantly exceeded the liabilities at these dates. Ambev recognizes the assets (prepaid expenses) of this plan to the extent of the economic benefits available to the Company, arising from reimbursements or from reductions in future contributions.

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

The expenses incurred by Fundação Zerrenner with third parties for providing these benefits totaled R$150,116 (R$138,835 as at June 30, 2021), of which R$130,532 and R$19,584 were related to active employees and retirees respectively (R$123,583 and R$15,252 as at June 30, 2021 related to active employees and retirees respectively).

b) Leasing

Ambev, through its subsidiary BSA (labeling), has an asset leasing agreement with Fundação Zerrenner, for R$23,964, for four years and with monthly payments until December 31, 2022.

c) Leasing - Ambev head office

Ambev has a leasing agreement for two sets of commercial premises with Fundação Zerrenner, for R$5,277, for five years and with monthly payments until December 31, 2025.

d) Licensing agreement

The Company has a licensing agreement with Anheuser-Busch, Inc. to produce, bottle, sell and distribute Budweiser products in Brazil, Canada and Argentina, and sales and distribution agreements for Budweiser products in Guatemala, the Dominican Republic, Paraguay, El Salvador, Nicaragua, Uruguay, Chile, Panama, Costa Rica and Puerto Rico. In addition, the Company produces and distributes Stella Artois products under a license to AB InBev in Brazil and Canada and, through a license granted to AB InBev, also distributes Brahma products in the United States and several other countries such as the United Kingdom, Spain, Sweden, Finland and Greece. The amount recorded in relation to this agreement was R$8,067 as at June 30, 2022 (R$9,387 as at June 30, 2021) and R$373,560 (R$382,866 as at June 30, 2022) as licensing income and expenses, respectively.

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

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

Transactions with related parties

06/30/2022
Current Trade receivables (i) Other trade receivables (i) Trade payables (i)
AB Africa 2,892 - -
AB InBev 43,312 - (200,131)
AB Package - - (175,550)
AB Services 26,032 - (3,133)
AB USA 60,210 6,991 (436,954)
Bavaria 27,691 - (23,782)
Cervecería Modelo 20,397 - (391,952)
Cervecerías Peruanas 138 - (26,535)
Inbev 1,050 22,715 (34,069)
Panama Holding 3,864 - -
Other 14,913 932 (24,071)
200,499 30,638 (1,316,177)

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

12/31/2021
Current Trade receivables (i) Other trade receivables (i) Trade payables (i) Dividends receivables
AB Africa 5,282 - - -
AB InBev 45,423 - (167,018) -
AB Package - - (63,117) -
AB Services 32,698 - (3,024) -
AB USA 34,498 11,454 (330,678) -
Bavaria 3,604 - (11,046) -
Cervecería Modelo 6,133 - (548,431) -
Cervecerías Peruanas 3,362 - (16,594) -
Inbev 813 26,412 (26,448) -
Panama Holding 4,643 - - 1,512
Other 16,627 1,093 (43,867) -
153,083 38,959 (1,210,223) 1,512

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

06/30/2022 12/31/2021
Non-current Trade payables Trade payables
ITW International (367,129) (407,916)
(367,129) (407,916)

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

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: 06/30/2022
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 3,131 5,541 (52,692) - 1,903
34,712 10,701 (1,759,870) (9,631) 170,776
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 2,282 2,282 (15,366) - 1,903
(23,660) 7,442 (846,655) (6,825) 167,454
Six-month period ended: 06/30/2021
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 85 - (75,128) (4,982) -
AB Package - - (151,526) - -
AB Procurement - - - (16,104) -
AB USA 17,789 - (592,027) (1,788) 358
Ambev Peru 1,787 - - - -
Bavaria 21,685 - (33,595) - -
Cervecería Modelo 102 - (796,728) - -
Cervecerías Peruanas 3,558 - (15,674) - -
GCC India - - - (4,373) -
Inbev - - (55,564) - -
ITW International - - - - 20,252
Other 7,521 92 (60,910) - -
52,527 92 (1,781,152) (27,247) 20,610

AMBEV S.A.

Notes to the interim consolidated financial statements

For the period ended June 30, 2022

All amounts in thousands of Brazilian Reais unless otherwise stated

Three-month period ended: 06/30/2021
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 85 - (42,935) (4,982) -
AB Package - - (78,918) - -
AB USA 12,584 - (297,104) (963) 358
Ambev Peru 419 - - - -
Bavaria 19,791 - (14,037) - -
Cervecería Modelo 102 - (360,306) - -
Cervecerías Peruanas 19 - (6,069) - -
GCC India - - - (2,477) -
Inbev - - (22,661) - -
ITW International - - - - 7,260
Other 3,177 54 (32,608) - -
36,177 54 (854,638) (8,422) 7,618

List of companies included in the tables above:

AB InBev Procurement GmbH ("AB Procurement")
Ambrew S.A.R.L. ("Ambrew")
Anheuser-Busch Inbev Africa (Pty) Ltd. ("AB Africa")
Anheuser-Busch InBev N.V. ("AB InBev")
Anheuser-Busch Inbev Services LLC ("AB Services")
Anheuser-Busch Inbev USA LLC ("AB USA")
Anheuser-Busch Packaging Group Inc. ("AB Package")
Bavaria S.A. ("Bavaria")
Cervecería Modelo de Mexico S. de R.L. de C.V. ("Cervecería Modelo")
Cerveceria Nacional S de RL ("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")

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AmBev SA published this content on 09 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 August 2022 22:02:33 UTC.