6-K 1 ambevsaitr3q17_6k.htm AMBEVSAITR3Q17_6K ambevsaitr3q17_6k.htm - Generated by SEC Publisher for SEC Filing
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
 
For the month of November, 2017

Commission File Number 1565025
 

 

AMBEV S.A.
(Exact name of registrant as specified in its charter)
 

AMBEV S.A.
(Translation of Registrant's name into English)
 

Rua Dr. Renato Paes de Barros, 1017 - 3rd Floor
04530-000 São Paulo, SP
Federative Republic of Brazil
(Address of principal executive office)
 

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


Form 20-F ___X___ Form 40-F _______

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

Yes _______ No ___X____


 
 

INTERIM CONSOLIDATED FINANCIAL STATEMENTS - AMBEV S.A.

 

Interim Consolidated Balance Sheets

As at September 30, 2017 and December 31, 2016

(Expressed in thousands of Brazilian Reais)

 

Assets

Note

09/30/2017

12/31/2016

       

Cash and cash equivalents

5

8,340,688

7,876,849

Investment securities

6

7,820

282,771

Derivative financial instruments

21

258,605

196,655

Trade receivable

 

3,767,773

4,368,059

Inventories

7

4,373,394

4,347,052

Income tax and social contributions recoverable

 

3,749,734

4,693,724

Other taxes receivable

 

683,050

729,586

Other assets

 

1,049,532

1,392,155

Current assets

 

22,230,596

23,886,851

       
       

Investment securities

6

104,786

104,340

Derivative financial instruments

21

37,627

16,326

Income tax and social contributions recoverable

 

-

4,493

Other taxes recoverable

 

290,070

343,147

Deferred tax assets

8

4,090,189

2,268,142

Other assets

 

1,962,769

1,973,584

Employee benefits

 

45,397

33,503

Investments in associates

 

253,506

300,115

Property, plant and equipment

9

18,480,755

19,153,836

Intangible assets

 

4,591,168

5,245,881

Goodwill

10

30,933,560

30,511,200

Non-current assets

 

60,789,827

59,954,567

       

Total assets

 

83,020,423

83,841,418

 

 

 

 

 

 

 

 

 

 

 

 

1

 


 

Interim Consolidated Balance Sheets (continued)

As at September 30, 2017 and December 31, 2016

(Expressed in thousands of Brazilian Reais)

 

Equity and liabilities

Note

09/30/2017

12/31/2016

       

Trade payables

 

9,300,425

10,868,757

Derivative financial instruments

21

285,987

686,358

Interest-bearing loans and borrowings

11

1,968,899

3,630,604

Wages and salaries

 

858,084

686,627

Dividends and interest on shareholders’ equity payable

 

736,432

1,714,401

Income tax and social contribution payable

 

2,119,919

904,240

Taxes and contributions payable

 

2,353,840

3,378,178

Put option granted on subsidiary and other liabilities

 

5,689,497

6,735,849

Provisions

12

168,662

168,636

Current liabilities

 

23,481,745

28,773,650

       

Trade payables

 

180,470

237,802

Derivative financial instruments

21

2,044

27,022

Interest-bearing loans and borrowings

11

1,360,712

1,765,706

Deferred tax liabilities

8

2,276,540

2,329,722

Income tax and social contribution payable (i)

 

2,351,034

-

Taxes and contributions payable

 

786,774

681,424

Put option granted on subsidiary and other liabilities

 

895,869

471,792

Provisions

12

523,820

765,370

Employee benefits

 

2,221,737

2,137,657

Non-current liabilities

 

10,599,000

8,416,495

       

Total liabilities

 

34,080,745

37,190,145

       

Equity

13

   

Issued capital

 

57,614,140

57,614,140

Reserves

 

64,312,852

64,230,028

Carrying value adjustments

 

(76,460,461)

(77,019,120)

Retained earnings

 

1,699,578

-

Equity attributable to equity holders of Ambev

 

47,166,109

44,825,048

Non-controlling interests

 

1,773,569

1,826,225

Total Equity

 

48,939,678

46,651,273

       

Total equity and liabilities

 

83,020,423

83,841,418

 

(i) During the third quarter, the Company joined a Special Program for Tax Regulation ("PERT 2017"). Additional information regarding the adherence are disclosed on Note 1 - Corporate information.

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 


 

Interim Consolidated Income Statements

For the nine and three-month period ended September 30, 2017 and 2016

(Expressed in thousands of Brazilian Reais)

 

   

Nine-month period ended:

 

Three-month period ended:

 

Note

09/30/2017

09/30/2016

 

09/30/2017

09/30/2016

             

Net sales

15

32,872,061

32,425,090

 

11,362,303

10,482,788

Cost of sales

 

(13,053,452)

(12,070,380)

 

(4,482,122)

(4,215,459)

Gross profit

 

19,818,609

20,354,710

 

6,880,181

6,267,329

             

Distribution expenses

 

(4,504,781)

(4,444,759)

 

(1,526,069)

(1,471,816)

Sales and marketing expenses

 

(4,242,114)

(4,509,576)

 

(1,444,972)

(1,480,156)

Administrative expenses

 

(1,604,906)

(1,592,244)

 

(528,467)

(505,055)

Other operating income/(expenses), net

16

766,986

1,065,103

 

253,590

341,636

Exceptional items

17

(81,272)

(43,568)

 

(20,493)

(15,103)

Income from operations

 

10,152,522

10,829,666

 

3,613,770

3,136,835

             

Finance cost

18

(2,679,013)

(3,389,909)

 

(861,063)

(860,461)

Finance income

18

432,664

596,088

 

186,131

137,828

Net finance cost

 

(2,246,349)

(2,793,821)

 

(674,932)

(722,633)

             

Share of results of associates

 

1,766

(1,544)

 

(4,535)

(9,381)

Income before income tax

 

7,907,939

8,034,301

 

2,934,303

2,404,821

             

Income tax expense

19

(3,356,785)

215,362

 

(2,797,813)

778,328

Net income

 

4,551,154

8,249,663

 

136,490

3,183,149

             

Attributable to:

           

Equity holders of  Ambev

 

4,212,506

7,874,251

 

223

3,061,232

Non-controlling interests

 

338,648

375,412

 

136,267

121,917

             

Basic earnings per share – common - R$

 

0.27

0.50

 

0.00

0.20

Diluted earnings per share – common - R$

 

0.27

0.50

 

0.00

0.19

 

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

 

 

 

 

3

 


 

Interim Consolidated Statements of Comprehensive Income

For the nine and three-month period ended September 30, 2017 and 2016

(Expressed in thousands of Brazilian Reais)

 

 

Nine-month period ended:

 

Three-month period ended:

 

09/30/2017

09/30/2016

 

09/30/2017

09/30/2016

     

 

   

Net income

4,551,154

8,249,663

 

136,490

3,183,149

           

Items that will not be reclassified to profit or loss:

         

Full recognition of actuarial gains/(losses)

173,741

1,732

 

13,972

580

           

Items that may be reclassified subsequently to profit or loss:

         

Exchange differences on translation of foreign operations (gains/(losses)

         

Investment hedge in foreign operations

-

23,331

 

-

-

Investment hedge -  put option granted on subsidiary

162,198

703,583

 

154,143

(8,763)

Gains/losses on translation of other foreign operations

(139,392)

(4,748,244)

 

(891,446)

(76,653)

Gains/losses on translation of foreign operations

22,806

(4,021,330)

 

(737,303)

(85,416)

           

Cash flow hedge - gains/(losses)

         

Recognized in Equity (Hedge reserve)

(77,026)

(611,896)

 

(70,771)

69,686

Removed from Equity (Hedge reserve) and included in profit or loss

397,014

(571,052)

 

90,965

(52,412)

Total cash flow hedge

319,988

(1,182,948)

 

20,194

17,274

           

Other comprehensive (loss)/income

516,535

(5,202,546)

 

(703,137)

(67,562)

           

Total comprehensive income

5,067,689

3,047,117

 

(566,647)

3,115,587

           

Attributable to:

         

   Equity holders of Ambev

4,771,855

3,214,139

 

(634,229)

3,088,961

   Non-controlling interest

295,834

(167,022)

 

67,582

26,626

 

The accompanying notes are an integral part of these interim consolidated financial statements. The consolidated statements of comprehensive income are presented net of income tax. The income tax effects of these items are disclosed in note 8 - Deferred income tax and social contribution.

 

4

 


 

Interim Consolidated Statements of Changes in Equity

For the nine-month period ended September 30, 2017 and 2016

(Expressed in thousands of Brazilian Reais)

 

 

 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, 2017

57,614,140

54,529,780

9,700,248

-

(77,019,120)

44,825,048

 

1,826,225

46,651,273

                   

 Net Income

-

-

-

4,212,506

-

4,212,506

 

338,648

4,551,154

 

-

-

-

-

-

       

Comprehensive income:

-

-

-

-

-

       

Gains/(losses) on translation of foreign operations

-

-

-

-

64,057

64,057

 

(41,251)

22,806

Cash flow hedges

-

-

-

-

321,483

321,483

 

(1,495)

319,988

Actuarial gain/(losses)

-

-

-

-

173,809

173,809

 

(68)

173,741

Total comprehensive income

-

-

-

4,212,506

559,349

4,771,855

 

295,834

5,067,689

Gains/(losses) of controlling interest´s share

-

-

-

-

(690)

(690)

 

32,487

31,797

Dividends distributed

-

-

-

(2,513,077)

-

(2,513,077)

 

(380,977)

(2,894,054)

Acquired shares and result on treasury shares

-

6,627

-

-

-

6,627

 

-

6,627

Share-based payment

-

76,197

-

-

-

76,197

 

-

76,197

Prescribed dividends

-

-

-

149

-

149

 

-

149

At September 30, 2017

57,614,140

54,612,604

9,700,248

1,699,578

(76,460,461)

47,166,109

 

1,773,569

48,939,678

 

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

 

 

6

 


 

Interim Consolidated Statements of Changes in Equity (continued)

For the nine-month period ended September 30, 2017 and 2016

(Expressed in thousands of Brazilian Reais)

 

 

 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, 2016

57,614,140

54,373,451

8,201,323

-

(71,857,031)

48,331,883

 

2,001,750

50,333,633

                   

 Net Income

-

-

-

7,874,251

-

7,874,251

 

375,412

8,249,663

                   

Comprehensive income:

                 

Gains/(losses) on translation of foreign operations

-

-

-

-

(3,476,587)

(3,476,587)

 

(544,743)

(4,021,330)

Cash flow hedges

-

-

-

-

(1,185,257)

(1,185,257)

 

2,309

(1,182,948)

Actuarial gain/(losses)

-

-

-

-

1,732

1,732

 

-

1,732

Total comprehensive income

-

-

-

7,874,251

(4,660,112)

3,214,139

 

(167,022)

3,047,117

Option granted on subsidiary

-

-

-

-

(144,160)

(144,160)

 

-

(144,160)

Gains/(losses) of controlling interest´s share

-

-

-

-

(8,404)

(8,404)

 

37,839

29,435

Dividends distributed

-

-

-

(2,040,800)

-

(2,040,800)

 

(140,253)

(2,181,053)

Interest on shareholders´ equity

-

-

(2,039,171)

-

-

(2,039,171)

 

-

(2,039,171)

Acquired shares and result on treasury shares

-

90,618

-

-

-

90,618

 

-

90,618

Share-based payment

-

26,815

-

-

-

26,815

 

-

26,815

Prescribed dividends

-

-

-

686

-

686

 

-

686

At September 30, 2016

57,614,140

54,490,884

6,162,152

5,834,137

(76,669,707)

47,431,606

 

1,732,314

49,163,920

 

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

 

 

 

 

7

 


 
 

Interim Consolidated Cash Flow Statements

For the nine and three-month period ended September 30, 2017 and 2016

(Expressed in thousands of Brazilian Reais)

 

   

Six-month period ended:

 

Three-month period ended:

 

Note

09/30/2017

09/30/2016

 

09/30/2017

09/30/2016

             

Net income

 

4,551,154

8,249,663

 

136,490

3,183,149

Depreciation, amortization and impairment

 

2,617,635

2,595,170

 

917,670

847,504

Impairment losses on receivables and inventories

 

121,533

165,706

 

50,723

93,798

Additions/(reversals) in provisions and employee benefits

 

165,196

216,807

 

91,902

66,641

Net finance cost

18

2,246,349

2,793,821

 

674,932

722,633

Losses/(gain) on sale of property, plant and equipment and intangible assets

 

(5,379)

(39,780)

 

(2,690)

(11,610)

Losses/(gain) on sale of operations in associates

 

(41,357)

-

 

(41,357)

-

Equity-settled share-based payment expense

20

127,193

124,882

 

40,811

39,333

Income tax expense

19

3,356,785

(215,362)

 

2,797,813

(778,328)

Share of result of associates

 

(1,766)

1,544

 

4,535

9,381

Other non-cash items included in the profit

 

269,376

(769,982)

 

82,260

(60,357)

Cash flow from operating activities before changes in working capital and use of provisions

 

13,406,719

13,122,469

 

4,753,089

4,112,144

             

(Increase)/decrease in trade and other receivables

 

1,008,572

422,509

 

(52,311)

(215,613)

(Increase)/decrease in inventories

 

(84,356)

(321,325)

 

201,360

89,650

Increase/(decrease) in trade and other payables

 

(3,563,692)

(3,441,359)

 

338,988

1,065,118

Cash generated from operations

 

10,767,243

9,782,294

 

5,241,126

5,051,299

             

Interest paid

 

(407,117)

(615,185)

 

(156,178)

(150,876)

Interest received

 

214,183

481,102

 

78,141

73,200

Dividends received

 

5,200

12,695

 

1,241

(12,406)

Income tax paid

 

(1,606,431)

(5,249,293)

 

(600,382)

(416,663)

Cash flow from operating activities

 

8,973,078

4,411,613

 

4,563,948

4,544,554

             

Proceeds from sale of property, plant and equipment and intangible assets

 

33,008

72,579

 

7,205

23,799

Acquisition of property, plant and equipment and intangible assets

 

(2,038,169)

(2,760,538)

 

(727,630)

(901,999)

Acquisition of subsidiaries, net of cash acquired

 

(332,312)

(1,776,234)

 

(871)

56,637

Investment in short term debt securities and net proceeds/(acquisition) of debt securities

 

280,818

(57,183)

 

(10,338)

(17,693)

Net proceeds/(acquisition) of other assets

 

85,827

200

 

84,269

96

Cash flow from investing activities

 

(1,970,828)

(4,521,176)

 

(647,365)

(839,160)

             

Proceeds/(repurchase) of treasury shares

 

(44,722)

(3,089)

 

(11,954)

1,452

Proceeds from borrowings

 

2,788,670

2,414,574

 

194,356

1,511,351

Repayment of borrowings

 

(4,609,008)

(1,412,347)

 

(1,665,947)

(876,817)

Cash net of finance costs other than interests

 

(552,357)

(2,668,095)

 

165,702

(731,132)

Payment of finance lease liabilities

 

(6,782)

(2,170)

 

(2,291)

(613)

Dividends and Interest on shareholder´s equity paid

 

(3,864,792)

(4,345,803)

 

(2,649,794)

(2,159,773)

Cash flow from financing activities

 

(6,288,991)

(6,016,930)

 

(3,969,928)

(2,255,532)

             

Net  increase/(decrease) in cash and cash equivalents

 

713,259

(6,126,493)

 

(53,345)

1,449,862

Cash and cash equivalents less bank overdrafts at beginning of year (i)

 

7,876,849

13,617,622

 

8,730,281

5,552,293

Effect of exchange rate fluctuations 

 

(249,420)

(436,176)

 

(336,248)

52,798

Cash and cash equivalents less bank overdrafts at end of year (i)

 

8,340,688

7,054,953

 

8,340,688

7,054,953

 

(i) Net of bank overdrafts.

 

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

8

 


 

Notes to the interim consolidated financial statements:

1.

Corporate information

2.

Statement of compliance

3.

Summary of significant accounting policies

4.

Use of estimates and judgments

5.

Cash and cash equivalents

6.

Investment securities

7.

Inventories

8.

Deferred income tax and social contribution

9.

Property, plant and equipment

10.

Goodwill

11.

Interest-bearing loans and borrowings

12.

Provisions

13.

Changes in equity

14.

Segment reporting

15.

Net Sales

16.

Other operating income/(expenses)

17.

Exceptional items

18.

Finance cost and income

19.

Income tax and social contribution

20.

Share-based payments

21.

Financial instruments and risks

22.

Collateral and contractual commitments, advances from customers and other

23.

Contingencies

24.

Non-cash items

25.

Related parties

26.

Events after the reporting period

 

9

 


 

1.    CORPORATE INFORMATION

 

(a)    Description of business

 

Ambev S.A. (referred to as the “Company” or “Ambev”), headquartered in São Paulo, Brazil, produces and sells beer, draft beer, soft drinks, other non-alcoholic beverages, malt and food in general.

 

The Company’s shares and ADR’s (American Depositary Receipts) are listed on the B3 S.A.- Brasil, Bolsa, Balcão as “ABEV3” and on the New York Stock Exchange (NYSE) as “ABEV”.

 

The Company’s direct controlling shareholders are Interbrew International B.V. (“IIBV”), AmBrew S.A. (“Ambrew”), both 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 by the Board of Directors on October 25, 2017.

 

(b)   Major corporate events in 2016 and 2017:

 

During the third quarter, the Company joined a Special Program for Tax Regulation, fixed by Provisional Measure no. 783, from May 31, 2017, extended by the Provisional Measure no. 798 (“PERT 2017”), undertaking to pay some tax contingencies that were in dispute, including debts from its subsidiaries, for a total amount of R$3.5 billion, already considering discounts according to the program, undertaking to pay R$958 million this year (of which the R$379 million has been paid on third quarter and R$579 million, plus interest will be paid on last quarter) and the remaining value to pay in 145 monthly installments, with interest, starting in January, 2018.

 

In September 2017, the Quilmes, subsidiary of Ambev, accepted the proposal of the AB InBev (“Agreement”) in the context from another agreement between AB Inbev and the Chilean society Compañia Cervecerías Unidas S.A and its affiliates. Under the Agreement, AB InBev licenses perpetually to the Quilmes, the brand Budweiser, among others North-american brands in Argentina, and transfers to the Quilmes the industrial plant of the Cerveceria Argentina Sociedade Anonima Isenbeck. In contrast, the Quilmes transfers the local brands Norte, Iguana and Baltica (including business assets related), along with USD 50 million of dollars. The consummation of the transaction is conditioned to the approval of “Comisión Nacional de Defensa de la Competencia” (Argentine antitrust governmental authority) and others usual closing conditions. Such approval nas not been granted until publication of interim financial statements.

 

On May 16th, 2017, the Board of Directors of Ambev approved the execution, by and between the Company, or its controlled entities, and financial institutions to be approved by the Board of Officers, of equity swaps, having as underlying asset the shares issued by the Company or American Depositary Receipts representing these shares (“ADRs”). The settlement of the equity swap will take place within a maximum period of 18 months from this date, and the agreements may result in an exposure of up to 80 million common shares (of which all or part may be through ADRs), with a limit value of up to R$ 1.5 billion.

10

 


 

 

In December 2016, we acquired Cachoeira de Macacu Bebidas Ltda. from Brasil Kirin Indústria de Bebidas Ltda., a company that owns an operating industrial plant for the production and packaging of beer and non-alcohol  beverages  in the State of Rio de Janeiro for R$478,621.

 

On May 12, 2016, Ambev and its controlling shareholder, AB InBev, entered into an agreement for the exchange of shareholdings (“Swap”). The execution of the Swap was conditional on the implementation of the merger of the activities of AB InBev and SABMiller Plc (“SABMiller”), which occurred on October 10, 2016. Subsequently, on December 31, 2016, after the implementation of certain preparatory corporate acts, the Swap was effected. Based on the agreement described above, Ambev transferred to AB InBev the equity interest in Keystone Global Corporation - KGC, which held shares in companies domiciled in Colombia, Peru and Ecuador. On the other hand, AB InBev transferred to Ambev its interest in Cerveceria Nacional S. de R.L., a subsidiary domiciled in Panama, which had previously been acquired as a third party.

The value attributed to the transaction is based on a fairness opinion prepared by a specialized company and duly approved by the Board of Directors of Ambev, with abstention from the vote of the directors appointed by AB InBev.

 

The result of the transaction above mentioned was R$1,236,824, of which R$1,239,972 was recognized in the income statement on exceptional items.

 

On April, 2016, the Company, through its wholly-owned subsidiary Labatt Breweries, in Canada, acquired the company Archibald Microbrasserie, known for its local beers and seasonal specialties. Furthermore, in Brazil, acquired 66% of the company Sucos do Bem, which has a range of juices, teas and cereal bars. The acquisition amount added was approximately R$155 million.

 

On January, 2016, Ambev, through its wholly-owned subsidiaries, CRBS S.A. and Ambev Luxembourg, acquired companies to a range of primarily spirit­-based beers and ciders from Mark Anthony Group, by R$1.4 billion.

 

2.    STATEMENT OF COMPLIANCE

 

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

 

11

 


 

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, 2016. To avoid duplication of disclosures which are included in the annual financial statements, the following notes were not subject to full filling:

 

(a)    Summary of significant accounting policies (Note 3);

(b)   Exceptional items (Note 8);

(c)    Payroll and related benefits (Note 9);

(d)   Additional information on operating expenses by nature (Note 10);

(e)    Intangible assets (Note 15);

(f)    Trade receivable (Note 19);

(g)   Changes in equity (Note 21);

(h)   Interest-bearing loans and borrowings (Note 22);

(i)     Employee benefits (Note 23);

(j)     Trade payables (Note 25);

(k)   Operating leases (Note 28);

(l)     Contingencies (Note 30);

(m) Group Companies (Note 34);

(n)   Insurance (Note 35)

 

Management declares that all relevant information specific to the interim financial statements, and only them, are being evidenced and correspond to those used by Management in its business management.

 

3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

There were no significant changes in accounting policies and calculation methods used for the interim financial statements as of September 30, 2017 in relation to those presented in the financial statements for the year ended December 31, 2016.

 

(a)   Basis of preparation and measurement

 

The interim financial statements are presented in thousands of Brazilian Real (“R$”), unless otherwise indicated, rounded to the nearest thousand indicated. Depending on the applicable IFRS requirement, the measurement basis used in preparing the interim financial statements is historical cost, net realizable value, fair value or recoverable amount.

 

(b)   Recently issued IFRS

 

The reporting standards below were published and are mandatory for future annual reporting periods. There were no early adoption of standards and amendments to standards however the Company is in the evaluation phase of the revised standards, as well the possible impacts.

12

 


 

 

IFRS 9 Financial Instruments

 

The IFRS 9, which will replace IAS 39, introduces a logical approach for the classification of financial assets, which is driven by cash flow characteristics and the business model in which an asset is held; defines a new expected-loss impairment model that will require more effective recognition; and introduces a substantially-reformed model for hedge accounting, with enhanced disclosures about risk management activity. The new hedge accounting model represents a significant overhaul that aligns the accounting treatment with risk management activities. IFRS 9 also reduces the volatility in profit or loss that was caused by changes in the credit risk of liabilities elected to be measured at fair value. IASB issued IFRS 9, which will be effective for annual periods beginning on or after January 1st, 2018. The early adoption is not permitted by the Brazilian Accounting Pronouncements Committee.

 

IFRS 15 Revenue from Contracts with Customers

 

IFRS 15 requires revenue recognition to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the Company expects to be entitled in exchange for those goods or services. The new standard will also result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively and improve guidance for multiple-element arrangements. IASB issued IFRS 15, which will be effective for annual periods beginning on or after January 1st, 2018. The early adoption is not permitted by the Brazilian Accounting Pronouncements Committee.

 

IFRS 16 – Leases

 

The IFRS 16, which supersedes IAS 17, replaces the existing lease accounting requirements and represents a significant change in the accounting introducing the standardization of accounting recognition for the lessee and will require the recognition of the right to use and a lease liability. IASB issued IFRS 16, which will be effective for annual periods beginning on or after January 1st, 2019, with earlier adoption.

4.    USE OF ESTIMATES AND JUDGMENTS

 

The preparation of interim financial statements in conformity with IFRS requires Management to make 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 associated 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 the judgments about carrying amounts of assets and liabilities that are not readily evident from other sources. Actual results may differ from these estimates.

13

 


 

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

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

(i) predecessor basis of accounting;

(ii) business combinations;

(iii) impairment;

(iv) provisions;

(v) share-based payments;

(vi) employee benefits;

(vii) current and deferred tax;

(viii) joint arrangements; e

(ix) measurement of financial instruments, including derivatives.

 

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

 

The company uses its judgment to select a variety of methods including the discounted cash flow method and option valuation models and makes assumptions about the fair value of financial instruments that are mainly based on market conditions existing at each balance sheet date.

 

Actuarial assumptions are established to anticipate future events and are used in calculating pension and other long-term employee benefit expense and liability. These factors include assumptions with respect to interest rates, rates of increase in health care costs, rates of future compensation increases, turnover rates, and life expectancy.

 

The company is subject to income tax in numerous jurisdictions. Significant judgment is required in determining the worldwide provision for income tax. There are some transactions and calculations for which the ultimate tax determination is uncertain. Some subsidiaries within the Company are involved in tax audits usually in relation to prior years. These audits are ongoing in various jurisdictions at the balance sheet date and, by their nature, these can take considerable time until its conclusion.

 

 

14

 


 

5.        CASH AND CASH EQUIVALENTS

 

 

09/30/2017

12/31/2016

     

Cash

146,309

381,928

Current bank accounts

2,599,410

3,467,339

Short term bank deposits (i)

5,594,969

4,027,582

Cash and cash equivalents

8,340,688

7,876,849

 

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

 

6.        INVESTMENTS SECURITIES

 

 

 09/30/2017

 12/31/2016

     

Financial asset at fair value through profit or loss-held for trading

7,820

282,771

Current investments securities

7,820

282,771

     

Debt held-to-maturity

104,786

104,340

Non-current investments securities

104,786

104,340

     

Total

112,606

387,111

 

7.        INVENTORIES

 

 

 09/30/2017

 12/31/2016

     

Finished goods

1,842,311

1,445,462

Work in progress

339,633

328,453

Raw material

1,567,885

1,962,731

Consumables

76,390

50,026

Spare parts and other

467,475

447,167

Prepayments

188,940

234,473

Impairment losses

(109,240)

(121,260)

 

4,373,394

4,347,052

 

Write-offs/losses on inventories recognized in the income statement amounted to R$55,683 in the period ended in September 30, 2017 (R$86,395 in the period ended in September 30, 2016).

 

 

15

 


 

8.        DEFERRED INCOME TAX AND SOCIAL CONTRIBUTION

 

Deferred taxes for income tax and social contribution taxes are calculated on tax losses, the negative tax basis of social contributions and the temporary differences between the tax bases and the carrying amount in the interim financial statement of assets and liabilities. The rates of these taxes in Brazil, which are expected at the realization of deferred taxes, are 25% for income tax and 9% for social contribution. For the other regions, with operational activity, expected rates, are as follow:

 

Central America and the Caribbean

from 23% to 31%

Latin America

from 14% to 35%

Canada

26%

 

Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available to be used to offset temporary differences / loss carry forwards based on projections of future results prepared and based on internal assumptions and future economic scenarios which may therefore change.

 

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

 

 

09/30/2017

 

12/31/2016

 

Assets

Liabilities

Net

 

Assets

Liabilities

Net

Investment securities

9,465

-

9,465

 

9,030

-

9,030

Intangible assets

-

(666,142)

(666,142)

 

649

(733,894)

(733,245)

Employee benefits

520,556

-

520,556

 

467,582

-

467,582

Trade payables

1,324,929

(316,955)

1,007,974

 

977,442

(531,285)

446,157

Trade receivable

46,698

-

46,698

 

42,724

-

42,724

Derivatives

125,196

(11,094)

114,102

 

71,134

(110,735)

(39,601)

Interest-bearing loans and borrowings

-

-

-

 

-

(1,372)

(1,372)

Inventories

187,584

(18,450)

169,134

 

267,430

(13,778)

253,652

Property, plant and equipment

-

(952,036)

(952,036)

 

-

(905,676)

(905,676)

Withholding tax over undistributed profits

-

(753,074)

(753,074)

 

-

(684,774)

(684,774)

Investments in associates

-

(421,589)

(421,589)

 

-

(421,590)

(421,590)

Interest on shareholders’ equity

1,649,042

-

1,649,042

 

-

-

-

Loss carryforwards

902,609

-

902,609

 

1,139,818

-

1,139,818

Provisions

300,984

(53,632)

247,352

 

448,879

(44,738)

404,141

Complement of income tax of foreign subsidiaries due in Brazil

-

(34,671)

(34,671)

 

-

-

-

Other items

-

(25,771)

(25,771)

 

(15,132)

(23,294)

(38,426)

Gross deferred tax assets / (liabilities)

5,067,063

(3,253,414)

1,813,649

 

3,409,556

(3,471,136)

(61,580)

Netting by taxable entity

(976,874)

976,874

-

 

(1,141,414)

1,141,414

-

Net deferred tax assets / (liabilities)

4,090,189

(2,276,540)

1,813,649

 

2,268,142

(2,329,722)

(61,580)

 

The Company only offsets the balances of deferred income tax and social contribution assets against liabilities when they are within the same entity and are expected to be realized in the same period.

Tax losses and negative bases of social contribution and temporary deductible differences in Brazil, on which the deferred income tax and social contribution were calculated, have no expiry date.

16

 


 

 

At September 30, 2017 the assets and liabilities deferred taxes related to combined tax losses has an expected utilization/settlement by temporary differences as follows:

 

 

09/30/2017

Deferred taxes not related to tax losses

to be realized until 12 months

to be realized after 12 months

Total

       

Investment securities

-

9,465

9,465

Intangible assets

-

(666,142)

(666,142)

Employee benefits

45,397

475,159

520,556

Trade payables

1,324,929

(316,955)

1,007,974

Trade receivable

41,606

5,092

46,698

Derivatives

114,102

-

114,102

Inventories

169,134

-

169,134

Property, plant and equipment

(63,231)

(888,805)

(952,036)

Withholding tax over undistributed profits

-

(753,074)

(753,074)

Investments in associates

-

(421,589)

(421,589)

Interest on shareholder´s equity

1,649,042

-

1,649,042

Complement of income tax of foreign subsidiaries due in Brazil

(34,671)

-

(34,671)

Provisions

36,632

210,720

247,352

Other items

-

(25,771)

(25,771)

 

3,282,940

(2,371,900)

911,040

 

Deferred tax related to tax losses

09/30/2017

2017

332,486

2018

315,629

2019

233,757

2020

20,737

 

902,609

 

As at September 30, 2017, deferred tax assets in the amount of R$660,803 (R$455,616 in December 31, 2016) related to tax losses and temporary differences of subsidiaries abroad were not recorded as the realization is not probable.

 

Major part of the fiscal losses amount do not have carryforward limit for utilization and the tax losses carried forward in relation to them are equivalent to R$2,563,973 in September 30, 2017 (R$2,285,196 in December 31, 2016).

 

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

 

At December 31, 2016

(61,580)

Remeasurement of postemployment benefits

13,301

Investment hedge - put option of a subsidiary interest

(83,557)

Cash flow hedge - gains/(losses)

(167,583)

Gains/(losses) on translation of other foreign operations

214,846

Recognized in other comprehensive income

(22,993)

Recognized in income statement

1,617,537

Changes directly in balance sheet

280,685

Recognized in deferred tax

35,508

Recognized in other group of balance sheet

245,177

At September 30, 2017

1,813,649

 

17

 


 

9.        PROPERTY, PLANT AND EQUIPMENT

 

 

09/30/2017

 

12/31/2016

 

Land and buildings

Plant and equipment

Fixtures and fittings

Under construction

Total

 

Total

Acquisition cost

             

Balance at end of previous year

8,330,123

22,764,314

4,584,187

1,740,739

37,419,363

 

36,685,586

Effect of movements in foreign exchange

(66,118)

(153,176)

(60,256)

(20,334)

(299,884)

 

(2,652,740)

Acquisitions through business combinations

228,489

-

-

-

228,489

 

700,372

Acquisitions through stock exchange

-

-

-

-

-

 

433,849

Disposals through stock exchange

-

-

-

-

-

 

(571,349)

Acquisitions

3,563

423,756

115,329

1,471,329

2,013,977

 

4,009,345

Disposals

(5,382)

(317,057)

(64,329)

(41)

(386,809)

 

(1,012,663)

Transfer to other asset categories

285,409

912,524

372,036

(1,803,676)

(233,707)

 

(173,037)

Others

-

11,844

-

(1,163)

10,681

 

-

Balance at end

8,776,084

23,642,205

4,946,967

1,386,854

38,752,110

 

37,419,363

               

Depreciation and Impairment

             

Balance at end of previous year

(2,278,115)

(13,075,250)

(2,912,162)

-

(18,265,527)

 

(17,545,499)

Foreign exchange effects

3,525

33,043

25,796

-

62,364

 

1,137,065

Disposals through stock exchange

-

-

-

-

-

 

345,919

Depreciation

(222,576)

(1,656,843)

(494,965)

-

(2,374,384)

 

(3,083,821)

Impairment losses

(238)

(79,600)

(1,411)

-

(81,249)

 

(120,905)

Disposals

745

302,110

56,262

-

359,117

 

928,903

Transfer to other asset categories

(2,294)

17,659

4,070

-

19,435

 

61,451

Others

-

8,889

-

-

8,889

 

11,360

Balance at end

(2,498,953)

(14,449,992)

(3,322,410)

-

(20,271,355)

 

(18,265,527)

Carrying amount:

             

December 31, 2016

6,052,008

9,689,064

1,672,025

1,740,739

19,153,836

 

19,153,836

September 30, 2017

6,277,131

9,192,213

1,624,557

1,386,854

18,480,755

   

 

Leases, capitalizes interests and fixed assets provided as security are not material.

 

10.    GOODWILL

 

 

09/30/2017

12/31/2016

     

Balance at end of previous year

30,511,200

30,953,066

Effect of movements in foreign exchange

27,801

(2,388,878)

Acquisitions and disposals through business combinations (i)

-

1,947,012

Other (ii)

394,559

-

Balance at the end of year

30,933,560

30,511,200

 

(i) It refers mainly  to the acquisition of Mark Anthony and Cerveceria Nacional in the transaction of stock exchanges.

 

(ii) It refers to the change in provisional allocations of assets acquired and liabilities assumed in the 2016 acquisitions.

 

18

 


 
 

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

 

 

Functional currency

09/30/2017

12/31/2016

LAN:

     

Brazil

BRL

17,661,859

17,424,616

  Goodwill

 

102,904,492

102,667,249

  Non-controlling transactions (i)

 

(85,242,633)

(85,242,633)

Dominican Republic

DOP

3,070,343

3,224,896

Cuba (ii)

USD

2,559

3,634

Panama

PAB

1,101,200

1,060,063

       

LAS:

     

Argentina

ARS

460,770

517,934

Bolivia

BOB

1,120,591

1,152,815

Chile

CLP

43,500

42,722

Paraguay

PYG

746,078

753,724

Uruguay

UYU

162,234

165,767

       

NA:

     

Canada

CAD

6,564,426

6,165,029

   

30,933,560

30,511,200

 

(i) It refers to the stock exchange operation occurred in 2013 in result of the adoption of the predecessor basis of accounting.

 

(ii) The functional currency of Cuba, the Cuban convertible peso (CUC), has fixed parity with the dollar (USD) at balance sheet date.

 

11.    INTEREST-BEARING LOANS AND BORROWINGS

 

 

09/30/2017

12/31/2016

     

Secured bank loans

1,440,094

1,381,412

Unsecured bank loans

483,353

1,910,139

Debentures and unsecured bond issues

-

296,352

Other unsecured loans

38,572

33,479

Financial leasing

6,880

9,222

Current liabilities

1,968,899

3,630,604

     

Secured bank loans

671,150

665,786

Unsecured bank loans

447,085

609,848

Debentures and unsecured bond issues

102,255

100,803

Other unsecured loans

112,801

356,236

Financial leasing

27,421

33,033

Non-current liabilities

1,360,712

1,765,706

 

Additional information regarding the exposure of the Company to the risks of interest rate and foreign currency are disclosed on Note 21 – Financial instruments and risks.

 

Contract clauses (covenants)

In the period ended September 30, 2017, the Company's loans had equal rights to payment without subordination clauses. Except for the credit lines due to FINAME contracted by the Company with Banco Nacional de Desenvolvimento Econômico e Social – BNDES (“BNDES”), where collateral is provided on assets acquired with the credit granted, the other loans and financing contracted by the Company provide for personal guarantees, or are unsecured. Most of the financial contracts provide for restrictive clauses (covenants), such as: financial covenants, including restrictions on new indebtedness; proof of company’s existence; maintenance, in use or in good conditions for the business, of the Company’s assets; restrictions on acquisitions, mergers, sale or disposal of its assets; disclosure of financial statements and balance sheets; and (prohibition related to new real guarantees for loans contracted, except if (i) expressly authorized under the loan agreement in question; or (ii) new loans contracted with financial institutions linked to the Brazilian government – including the BNDES – or foreign governments, whether multilateral financial institutions (e.g., World Bank) or located in jurisdictions in which the Company operates.

19

 


 
 

On September 30, 2017, the Company was in compliance with all of its contractual obligations relating to its loans and financings.

 

12.    PROVISIONS

(a) Provision changes

 

Balance as of December 31, 2016

Effect of changes in foreign exchange rates

Additions

Provisions used and reversed

Balance as of September 30, 2017

           

Restructuring

7,451

389

-

(22)

7,818

           

Provision for contingencies

       

-

Taxes on sales

247,185

(32)

80,861

(124,550)

203,464

Income tax

323,458

1,623

162,325

(334,430)

152,976

Labor

165,701

(2,314)

104,213

(121,845)

145,755

Civil

43,961

(376)

41,948

(56,892)

28,641

Others

146,250

(6,170)

43,941

(30,193)

153,828

Total of provision for contingencies

926,555

(7,269)

433,288

(667,910)

684,664

           

Total of provisions

934,006

(6,880)

433,288

(667,932)

692,482

 

(b)   Disbursement expectative

 

 

Balance as of September 30, 2017

1 year or less

1-2 years

2-5 years

Over 5 years

           

Restructuring

7,818

7,036

-

782

-

           

Provision for contingencies

         

Taxes on sales

203,464

25,716

159,399

4,442

13,907

Income tax

152,976

33,594

97,426

21,956

-

Labor

145,755

77,245

35,494

25,842

7,174

Civil

28,641

17,108

9,107

1,474

952

Others

153,828

7,963

37,766

104,627

3,472

Total of provision for contingencies

684,664

161,626

339,192

158,341

25,505

           

Total of provisions

692,482

168,662

339,192

159,123

25,505

 

20

 


 
 

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

Main lawsuits with probable likelihood of loss:

(a) Income and Sales taxes

 

In Brazil, the Company and its subsidiaries are involved in several administrative and judicial proceedings related to Income tax, ICMS, IPI, PIS and COFINS taxes. Such proceedings include, among others, tax offsets, credits and judicial injunctions exempting tax payment.

 

(b) Labor

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

 

(c) Civil

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

 

The processes with possible probabilities are disclosed in Note 23 - Contingencies.

 

13.    CHANGES IN EQUITY

 

(a) Capital stock

 

 

 

09/30/2017

 

 

09/30/2016

 

Thousands  of common shares

Thousands  of Real

 

Thousands  of common shares

Thousands  of Real

Beginning balance as per statutory books

15,717,615

57,614,140

 

15,717,615

57,614,140

Share issued

-

-

 

-

-

 

15,717,615

57,614,140

 

15,717,615

57,614,140

 

21

 


 
 

(b)   Capital reserves

 

 

Capital Reserves

 

 

Treasury shares

Share Premium

Others capital reserves

 Share-based Payments

 Total

           

At January 1, 2017

(908,676)

53,662,811

700,898

1,074,747

54,529,780

Purchase of shares and result on treasury shares

6,627

-

-

-

6,627

Share-based payments

-

-

-

76,197

76,197

At September 30, 2017

(902,049)

53,662,811

700,898

1,150,944

54,612,604

 

At January 1, 2016

(1,003,508)

53,662,811

700,898

1,013,250

54,373,451

Purchase of shares and result on treasury shares

90,618

-

-

-

90,618

Share-based payments

-

-

-

26,815

26,815

At September 30, 2016

(912,890)

53,662,811

700,898

1,040,065

54,490,884

 

(b.1) Treasury shares

The treasury shares comprise own issued shares reacquired by the Company and the result on treasury shares that refers to gains and losses related to share-based payments transactions and others.

Follows the changes of treasury shares:

 

 

Purchase /realization shares

 

Result on Treasure Shares

 

Total Treasure Shares

 

Thousands  shares

 

Thousands  Brazilian Real

 

Thousands  shares

 

Thousands  Brazilian Real

       

At January 1, 2017

16,512

 

(312,670)

 

(596,006)

 

(908,676)

Changes during the year

(6,714)

 

129,329

 

(122,702)

 

6,627

At September 30, 2017

9,798

 

(183,341)

 

(718,708)

 

(902,049)

 

               

At January 1, 2016

32,521

 

(617,407)

 

(386,101)

 

(1,003,508)

Changes during the year

(14,499)

 

275,496

 

(184,878)

 

90,618

At September 30, 2016

18,022

 

(341,911)

 

(570,979)

 

(912,890)

 

(b.2) Share premium

 

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

 

 

22

 


 
 

(b.3) Share-based payment

There are different share-based payment programs and stock option plans which allow the senior management from Ambev economic group to receive or acquire shares of the Company.

The share-based payment reserve recorded a charge of R$127,193 at September 30, 2017 (R$124,882 at September 30, 2016) (Note 20 – Share-based payments).

(c)    Net income reserves

 

 

Net income reserves

 

Investment reserve

 Statutory reserve

 Fiscal incentive

Interest on capital and dividends proposed

Total

At January 1, 2017

3,859,995

4,456

5,835,797

-

9,700,248

 

-

-

-

-

-

At September 30, 2017

3,859,995

4,456

5,835,797

-

9,700,248

 

At January 1,  2016

2,141,424

4,456

4,016,272

2,039,171

8,201,323

Interest on shareholder´s equity

-

-

-

(2,039,171)

(2,039,171)

At September 30, 2016

2,141,424

4,456

4,016,272

-

6,162,152

 

(c.1) Investments reserve

From net income after deductions applicable, will be aimed no more than 60% (sixty per cent) to investment reserve to support future investments.

(c.2) Statutory reserve

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

(c.3) Tax incentives

The Company has tax incentives framed in certain state and federal industrial development programs in the form of financing, deferred payment of taxes or partial reductions of the amount due. These state programs aim to promote the expansion of employment generation, regional decentralization, complement and diversify the industrial base of the States. In these states, the grace periods, enjoyment and reductions are permitted 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 on December 31, 2017 and therefore not being used as a basis for dividend distribution, is composed of:

23

 


 
 
 

09/30/2017

09/30/2016

 ICMS (Brazilian State value added)

1,266,665

1,099,627

 Income tax

172,176

163,666

 

1,438,841

1,263,293

 

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

Brazilian companies are permitted to distribute interest attributed to shareholders’ equity calculated based on the long-term interest rate (TJLP), 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 on December 31,an amount not less than 40% of its net income determined under Brazilian law, as adjusted in accordance with applicable law, unless payment of such amount would be incompatible with Ambev’s financial situation. The minimum mandatory dividend includes amounts paid as interest on shareholders’ equity.

Events during nine-month period ended September 30, 2017:

 

Event

Approval

Type

Date of payment

Year

Type of share

Amount per share

Total amount

Board of Directors Meeting

05/17/2017

Dividends

07/17/2017

2017

ON

0.1600

2,513,077

             

2,513,077

 

Events during nine-month period ended September 30, 2016:

 

Event

Approval

Type

Date of payment

Year

Type of share

Amount per share

Total amount

Board of Directors Meeting

01/15/2016

Interest on shareholders' equity

02/29/2016

2015

ON

0.1300

2,039,171

Board of Directors Meeting

06/24/2016

Dividends

07/29/2016

2016

ON

0.1300

2,040,800

             

4,079,971

 

 

24

 


 
 
(d) Carrying value adjustments

 

 

Carrying value adjustments

 

 

Translation reserves

Cash flow hedge

Actuarial gains/ (losses)

Options granted on subsidiary

Gains/(losses) of non-controlling interest´s share

Business combination

      Accounting adjustments for transactions between shareholders

Total

At January 1, 2017

(289,483)

(144,568)

(1,262,170)

(2,390,843)

2,150,643

156,091

(75,238,790)

(77,019,120)

Comprehensive income:

               

Gains/(losses) on translation of  foreign operations

64,057

-

-

-

-

-

-

64,057

Cash flow hedges

-

321,483

-

-

-

-

-

321,483

Actuarial gains/(losses)

-

-

173,809

-

-

-

-

173,809

Total Comprehensive income

64,057

321,483

173,809

-

-

-

-

559,349

Gains/(losses) of controlling interest´s share

-

-

-

-

(690)

-

-

(690)

At September 30,  2017

(225,426)

176,915

(1,088,361)

(2,390,843)

2,149,953

156,091

(75,238,790)

(76,460,461)

 

 

At January 1, 2016

3,472,291

932,109

(1,131,499)

(2,246,679)

2,123,565

156,091

(75,162,909)

(71,857,031)

Comprehensive income:

               

Gains/(losses) on translation of  foreign operations

(3,476,587)

-

-

-

-

-

-

(3,476,587)

Cash flow hedges

-

(1,185,257)

-

-

-

-

-

(1,185,257)

Actuarial gains/(losses)

-

-

1,732

-

-

-

-

1,732

Total Comprehensive income

(3,476,587)

(1,185,257)

1,732

-

-

-

-

(4,660,112)

Options granted on subsidiary

-

-

-

(144,160)

-

-

-

(144,160)

Gains/(losses) of controlling interest´s share

-

-

-

-

(8,404)

-

-

(8,404)

At September 30,  2016

(4,296)

(253,148)

(1,129,767)

(2,390,839)

2,115,161

156,091

(75,162,909)

(76,669,707)

 

 

 

 

 

 

 

 

 

 

25

 


 
 
(d.1) Translation reserves

 

The translation reserves comprise all foreign currency exchange differences arising from the translation of the interim financial statements with functional currency different from 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 in conformity with IAS 39.

 

(d.2) Cash flow hedge reserves

 

The hedging reserves comprise the effective portion of the cumulative net change in the fair value of cash flow hedges to the extent the hedged risk has not yet impacted profit or loss (For additional information, see Note 21 – Financial instruments and risks).

 

(d.3) Actuarial gains and losses

The actuarial gains and losses include expectations with regards to the future pension plans obligations. Consequently, the results of actuarial gains and losses are recognized on timely basis considering best estimate obtained by Management. Accordingly, the Company recognizes on monthly basis the results of these estimated actuarial gains and losses according to the expectations presented based on an independent actuarial report.

The actuarial gain of R$158,509 arising from the surplus reverted to the Sponsor, originating from Ambev Private Pension Institute of the defined benefits plan was fully recorded under the heading of actuarial gains and losses.

(d.4) Options granted on subsidiary

As part of the shareholders agreement between the Ambev and ELJ, an option to sell (“put”) and to purchase (“call”) was issued, which may result in an acquisition by Ambev of the remaining shares of CND, for a value based on EBITDA from operations, the “put” exercisable annually until 2019 and the “call” from 2019. On September 30, 2017 the put option held by ELJ is valued at R$5,056,141 (R$4,879,459 on December 31, 2016) and the liability categorized as “Level 3”, as the Note 21 (b) and in accordance with the IFRS 3. No value has been assigned to the call option held by the Company, since the likelihood of exercise is remote. The fair value of this consideration deferred was calculated by using standard valuation techniques (present value of the principal amount and future interest rates, discounted by the market rate). The criteria used are based on market information and from reliable sources and the fair value is revaluated on an annual basis.

 

As part of the agreement to acquire the remaining shares of Sucos do Bem, a put option on interest in subsidiary determined by gross revenue of its products and exercisable from 2019 has been granted. On September 30, 2017 the option is valued at R$131,103 (R$127,718 on December 31, 2016).

26

 


 
 

 

As part of the acquisition agreement of all shares of the company Tropical Juice, a put option on interest in subsidiary exercisable from 2018 has been granted. On September 30, 2017 the option is valued at R$23,380 (R$23,380 on December 31, 2016).

 

The reconciliation of changes in these options is presented in Note 21 – Financial instruments and risks.

 

(d.5) Accounting for acquisition of non-controlling interests

In transactions with non-controlling interests of the same business, even when performed at arm's length terms, that present valid economic grounds and reflect normal market conditions, will be consolidated by the applicable accounting standards as occurred within the same accounting entity.

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

 

27

 


 
 

14.    SEGMENT REPORTING

 

Segment information is presented in thousands of Brazilian Reais (R$).

 

(a)      Reportable segments – nine-month periods ended in:

 

Latin America - north (i)

Latin America - south (ii)

Canada

Consolidated

 

09/30/2017

09/30/2016

09/30/2017

09/30/2016

09/30/2017

09/30/2016

09/30/2017

09/30/2016

                 

Net sales

21,001,694

20,250,124

7,284,841

7,060,041

4,585,526

5,114,925

32,872,061

32,425,090

Cost of sales

(8,671,620)

(7,767,608)

(2,880,816)

(2,623,274)

(1,501,016)

(1,679,498)

(13,053,452)

(12,070,380)

Gross profit

12,330,074

12,482,516

4,404,025

4,436,767

3,084,510

3,435,427

19,818,609

20,354,710

Distribution expenses

(2,990,480)

(2,867,270)

(693,079)

(686,069)

(821,222)

(891,420)

(4,504,781)

(4,444,759)

Sales and marketing expenses

(2,729,285)

(2,797,785)

(817,849)

(951,111)

(694,980)

(760,680)

(4,242,114)

(4,509,576)

Administrative expenses

(1,116,598)

(1,053,314)

(289,084)

(298,694)

(199,224)

(240,236)

(1,604,906)

(1,592,244)

Other operating income/(expenses)

748,100

1,118,220

14,707

(36,276)

4,179

(16,841)

766,986

1,065,103

Exceptional items

(43,779)

(23,833)

(37,493)

(12,114)

-

(7,621)

(81,272)

(43,568)

Income from operations (EBIT)

6,198,032

6,858,534

2,581,227

2,452,503

1,373,263

1,518,629

10,152,522

10,829,666

Net finance cost

(1,605,039)

(2,748,915)

(559,057)

(380,970)

(82,253)

336,064

(2,246,349)

(2,793,821)

Share of result of associates

660

(2,944)

-

-

1,106

1,400

1,766

(1,544)

Income before income tax

4,593,653

4,106,675

2,022,170

2,071,533

1,292,116

1,856,093

7,907,939

8,034,301

Income tax expense

(2,227,655)

1,064,210

(652,760)

(416,229)

(476,370)

(432,619)

(3,356,785)

215,362

Net income

2,365,998

5,170,885

1,369,410

1,655,304

815,746

1,423,474

4,551,154

8,249,663

                 

Normalized EBITDA(iii)

8,202,531

8,808,862

3,111,784

2,974,217

1,537,114

1,685,319

12,851,429

13,468,398

Exceptional items

(43,779)

(23,833)

(37,493)

(12,114)

-

(7,621)

(81,272)

(43,568)

 

(1,960,720)

(1,926,495)

(493,064)

(509,600)

(163,851)

(159,069)

(2,617,635)

(2,595,164)

Net finance costs

(1,605,039)

(2,748,915)

(559,057)

(380,970)

(82,253)

336,064

(2,246,349)

(2,793,821)

Share of results of associates

660

(2,944)

-

-

1,106

1,400

1,766

(1,544)

Income tax expense

(2,227,655)

1,064,210

(652,760)

(416,229)

(476,370)

(432,619)

(3,356,785)

215,362

Net income

2,365,998

5,170,885

1,369,410

1,655,304

815,746

1,423,474

4,551,154

8,249,663

                 

Normalized EBITDA margin in %

39.0%

43.5%

42.7%

42.1%

33.5%

32.9%

39.1%

41.5%

                 

Acquisition of property, plant and equipment

1,272,424

1,615,319

602,461

849,602

164,397

200,979

2,039,282

2,665,900

                 
 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

09/30/2017

12/31/2016

09/30/2017

12/31/2016

Segment assets

47,649,485

50,935,027

11,249,747

11,149,019

9,883,653

9,245,718

68,782,885

71,329,764

Intersegment elimination

           

(3,461,812)

(3,968,045)

Non-segmented assets

           

17,699,350

16,479,699

Total assets

           

83,020,423

83,841,418

                 

Segment liabilities

18,008,792

22,958,871

5,506,128

5,576,413

3,657,959

3,275,676

27,172,879

31,810,960

Intersegment elimination

           

(3,461,813)

(3,968,045)

Non-segmented liabilities

           

59,309,357

55,998,503

Total liabilities

           

83,020,423

83,841,418

 

(i) Latin America – North: includes operations in Brazil, Luxembourg  and CAC (El Salvador, Guatemala, Nicaragua, Dominican Republic, Saint Vincent, Dominica,  Antigua, Cuba,  Barbados and Panama).

 

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

 

(iii) Normalized  EBITDA is calculated excluding of the net income the following effects: (i) Income tax expense, (ii) Share of results of associates, (iii) Net finance result, (iv) Exceptional items, and (v) Depreciation, amortization and impairment of property, plant and equipment.

 

28

 


 
 

(b)     Reportable segments – three-month periods ended in:

 

Latin America - north (i)

Latin America - south (ii)

Canada

Consolidated

 

09/30/2017

09/30/2016

09/30/2017

09/30/2016

09/30/2017

09/30/2016

09/30/2017

09/30/2016

                 

Net sales

7,196,331

6,440,677

2,434,805

2,272,750

1,731,167

1,769,361

11,362,303

10,482,788

Cost of sales

(2,911,914)

(2,778,317)

(959,685)

(850,936)

(610,523)

(586,206)

(4,482,122)

(4,215,459)

Gross profit

4,284,417

3,662,360

1,475,120

1,421,814

1,120,644

1,183,155

6,880,181

6,267,329

Distribution expenses

(1,003,911)

(970,162)

(221,157)

(212,328)

(301,001)

(289,326)

(1,526,069)

(1,471,816)

Sales and marketing expenses

(959,805)

(971,239)

(242,045)

(302,974)

(243,122)

(205,943)

(1,444,972)

(1,480,156)

Administrative expenses

(380,685)

(319,269)

(88,375)

(98,597)

(59,407)

(87,189)

(528,467)

(505,055)

Other operating income/(expenses)

245,444

339,156

6,392

7,109

1,754

(4,629)

253,590

341,636

Exceptional items

(13,971)

(11,875)

(6,522)

(3,606)

-

378

(20,493)

(15,103)

Income from operations (EBIT)

2,171,489

1,728,971

923,413

811,418

518,868

596,446

3,613,770

3,136,835

Net finance cost

(469,292)

(690,743)

(156,573)

(135,702)

(49,067)

103,812

(674,932)

(722,633)

Share of result of associates

(4,892)

(9,823)

-

-

357

442

(4,535)

(9,381)

Income before income tax

1,697,305

1,028,405

766,840

675,716

470,158

700,700

2,934,303

2,404,821

Income tax expense

(2,550,593)

1,014,906

(69,440)

(49,986)

(177,780)

(186,592)

(2,797,813)

778,328

Net income

(853,288)

2,043,311

697,400

625,730

292,378

514,108

136,490

3,183,149

                 

Normalized EBITDA(iii)

2,851,411

2,377,909

1,101,759

973,581

598,763

647,941

4,551,933

3,999,431

Exceptional items

(13,971)

(11,875)

(6,522)

(3,606)

-

378

(20,493)

(15,103)

Depreciation, amortization and impairment excluding exceptional items

(665,951)

(637,063)

(171,824)

(158,557)

(79,895)

(51,873)

(917,670)

(847,493)

Net finance costs

(469,292)

(690,743)

(156,573)

(135,702)

(49,067)

103,812

(674,932)

(722,633)

Share of results of associates

(4,892)

(9,823)

-

-

357

442

(4,535)

(9,381)

Income tax expense

(2,550,593)

1,014,906

(69,440)

(49,986)

(177,780)

(186,592)

(2,797,813)

778,328

Net income

(853,288)

2,043,311

697,400

625,730

292,378

514,108

136,490

3,183,149

                 

Normalized EBITDA margin in %

39.6%

36.9%

45.3%

42.8%

34.6%

36.6%

40.1%

38.2%

 

(i) Latin America – North: includes operations in Brazil, Luxembourg  and CAC (El Salvador, Guatemala, Nicaragua, Dominican Republic, Saint Vincent, Dominica,  Antigua, Cuba,  Barbados and Panama).

 

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

 

(iii) Normalized  EBITDA is calculated excluding of the net income the following effects: (i) Income tax expense, (ii) Share of results of associates, (iii) Net finance result, (iv) Exceptional items, and (v) Depreciation, amortization and impairment of property, plant and equipment.

29

 


 
 

(c)      Additional information – by Business unit:

 

Nine-month period ended:

 

Three-month period ended:

 

Latin America - north

 

Latin America - north

 

CAC

Brazil

Total

 

CAC

Brazil

Total

 

09/30/2017

09/30/2016

09/30/2017

09/30/2016

09/30/2017

09/30/2016

 

09/30/2017

09/30/2016

09/30/2017

09/30/2016

09/30/2017

09/30/2016

                           

Net sales

3,349,373

2,937,905

17,652,321

17,312,219

21,001,694

20,250,124

 

1,163,194

939,148

6,033,137

5,501,529

7,196,331

6,440,677

Cost of sales

(1,468,543)

(1,328,254)

(7,203,077)

(6,439,354)

(8,671,620)

(7,767,608)

 

(515,217)

(416,144)

(2,396,697)

(2,362,173)

(2,911,914)

(2,778,317)

Gross profit

1,880,830

1,609,651

10,449,244

10,872,865

12,330,074

12,482,516

 

647,977

523,004

3,636,440

3,139,356

4,284,417

3,662,360

Distribution expenses

(384,705)

(299,410)

(2,605,775)

(2,567,860)

(2,990,480)

(2,867,270)

 

(131,144)

(94,117)

(872,767)

(876,045)

(1,003,911)

(970,162)

Sales and marketing expenses

(370,914)

(342,888)

(2,358,371)

(2,454,897)

(2,729,285)

(2,797,785)

 

(129,463)

(113,609)

(830,342)

(857,630)

(959,805)

(971,239)

Administrative expenses

(168,467)

(129,513)

(948,131)

(923,801)

(1,116,598)

(1,053,314)

 

(47,532)

(32,110)

(333,153)

(287,159)

(380,685)

(319,269)

Other operating income/(expenses)

33,180

3,959

714,920

1,114,261

748,100

1,118,220

 

31,847

(918)

213,597

340,074

245,444

339,156

Exceptional items

(20,726)

(2,813)

(23,053)

(21,020)

(43,779)

(23,833)

 

(3,317)

(2,813)

(10,654)

(9,062)

(13,971)

(11,875)

Income from operations (EBIT)

969,198

838,986

5,228,834

6,019,548

6,198,032

6,858,534

 

368,368

279,437

1,803,121

1,449,534

2,171,489

1,728,971

Net finance cost

(68,646)

(22,871)

(1,536,393)

(2,726,044)

(1,605,039)

(2,748,915)

 

(12,167)

(7,892)

(457,125)

(682,851)

(469,292)

(690,743)

Share of result of associates

7,944

17,410

(7,284)

(20,354)

660

(2,944)

 

(1,946)

4,362

(2,946)

(14,185)

(4,892)

(9,823)

Income before income tax

908,496

833,525

3,685,157

3,273,150

4,593,653

4,106,675

 

354,255

275,907

1,343,050

752,498

1,697,305

1,028,405

Income tax expense

(240,208)

(254,130)

(1,987,447)

1,318,340

(2,227,655)

1,064,210

 

(85,097)

(86,944)

(2,465,496)

1,101,850

(2,550,593)

1,014,906

Net income

668,288

579,395

1,697,710

4,591,490

2,365,998

5,170,885

 

269,158

188,963

(1,122,446)

1,854,348

(853,288)

2,043,311

                           

Normalized EBITDA (i)

1,282,985

1,085,553

6,919,546

7,723,309

8,202,531

8,808,862

 

474,156

353,247

2,377,255

2,024,662

2,851,411

2,377,909

Exceptional items

(20,726)

(2,813)

(23,053)

(21,020)

(43,779)

(23,833)

 

(3,317)

(2,813)

(10,654)

(9,062)

(13,971)

(11,875)

Depreciation. amortization and impairment excluding exceptional items

(293,061)

(243,754)

(1,667,659)

(1,682,741)

(1,960,720)

(1,926,495)

 

(102,471)

(70,997)

(563,480)

(566,066)

(665,951)

(637,063)

Net finance costs

(68,646)

(22,871)

(1,536,393)

(2,726,044)

(1,605,039)

(2,748,915)

 

(12,167)

(7,892)

(457,125)

(682,851)

(469,292)

(690,743)

Share of results of associates

7,944

17,410

(7,284)

(20,354)

660

(2,944)

 

(1,946)

4,362

(2,946)

(14,185)

(4,892)

(9,823)

Income tax expense

(240,208)

(254,130)

(1,987,447)

1,318,340

(2,227,655)

1,064,210

 

(85,097)

(86,944)

(2,465,496)

1,101,850

(2,550,593)

1,014,906

Net income

668,288

579,395

1,697,710

4,591,490

2,365,998

5,170,885

 

269,158

188,963

(1,122,446)

1,854,348

(853,288)

2,043,311

                           

Normalized EBITDA margin in %

38.3%

37.0%

39.2%

44.6%

39.1%

43.5%

 

40.8%

37.6%

39.4%

36.8%

39.6%

36.9%

 

(i) Normalized EBITDA is calculated excluding of the net income the following effects: (i) Income tax expense, (ii) Share of results of associates, (iii) Net finance result, (iv) Exceptional items, and (v) Depreciation, amortization and impairment of property, plant and equipment.

30

 


 
 
 

Nine-month period ended:

 

Three-month period ended:

 

Brazil

 

Brazil

 

Beer

Soft drink and
Non-alcoholic and
non-carbonated

Total

 

Beer

Soft drink and
Non-alcoholic and
non-carbonated

Total

 

09/30/2017

09/30/2016

09/30/2017

09/30/2016

09/30/2017

09/30/2016

 

09/30/2017

09/30/2016

09/30/2017

09/30/2016

09/30/2017

09/30/2016

                           

Net sales

15,104,848

14,745,971

2,547,473

2,566,248

17,652,321

17,312,219

 

5,188,029

4,734,535

845,108

766,994

6,033,137

5,501,529

Cost of sales

(5,748,706)

(5,195,400)

(1,454,371)

(1,243,954)

(7,203,077)

(6,439,354)

 

(1,913,489)

(1,962,009)

(483,208)

(400,164)

(2,396,697)

(2,362,173)

Gross profit

9,356,142

9,550,571

1,093,102

1,322,294

10,449,244

10,872,865

 

3,274,540

2,772,526

361,900

366,830

3,636,440

3,139,356

Distribution expenses

(2,114,480)

(2,090,777)

(491,295)

(477,083)

(2,605,775)

(2,567,860)

 

(710,131)

(717,653)

(162,636)

(158,392)

(872,767)

(876,045)

Sales and marketing expenses

(2,197,848)

(2,305,630)

(160,523)

(149,267)

(2,358,371)

(2,454,897)

 

(760,454)

(823,825)

(69,888)

(33,805)

(830,342)

(857,630)

Administrative expenses

(826,684)

(822,717)

(121,447)

(101,084)

(948,131)

(923,801)

 

(296,501)

(247,471)

(36,652)

(39,688)

(333,153)

(287,159)

Other operating income/(expenses)

563,688

887,918

151,232

226,343

714,920

1,114,261

 

162,628

268,692

50,969

71,382

213,597

340,074

Exceptional items

(19,553)

(19,382)

(3,500)

(1,638)

(23,053)

(21,020)

 

(8,993)

(7,921)

(1,661)

(1,141)

(10,654)

(9,062)

Income from operations (EBIT)

4,761,265

5,199,983

467,569

819,565

5,228,834

6,019,548

 

1,661,089

1,244,348

142,032

205,186

1,803,121

1,449,534

Net finance cost

(1,536,393)

(2,726,044)

-

-

(1,536,393)

(2,726,044)

 

(457,125)

(682,851)

-

-

(457,125)

(682,851)

Share of result of associates

(7,284)

(20,354)

-

-

(7,284)

(20,354)

 

(2,946)

(14,185)

-

-

(2,946)

(14,185)

Income before income tax

3,217,588

2,453,585

467,569

819,565

3,685,157

3,273,150

 

1,201,018

547,312

142,032

205,186

1,343,050

752,498

Income tax expense

(1,987,447)

1,318,340

-

-

(1,987,447)

1,318,340

 

(2,465,496)

1,101,850

-

-

(2,465,496)

1,101,850

Net income

1,230,141

3,771,925

467,569

819,565

1,697,710

4,591,490

 

(1,264,478)

1,649,162

142,032

205,186

(1,122,446)

1,854,348

                           

Normalized EBITDA (i)

6,257,864

6,646,319

661,682

1,076,990

6,919,546

7,723,309

 

2,187,359

1,740,169

189,896

284,493

2,377,255

2,024,662

Exceptional items

(19,553)

(19,382)

(3,500)

(1,638)

(23,053)

(21,020)

 

(8,993)

(7,921)

(1,661)

(1,141)

(10,654)

(9,062)

Depreciation, amortization and impairment excluding exceptional items

(1,477,046)

(1,426,954)

(190,613)

(255,787)

(1,667,659)

(1,682,741)

 

(517,277)

(487,900)

(46,203)

(78,166)

(563,480)

(566,066)

Net finance costs

(1,536,393)

(2,726,044)

-

-

(1,536,393)

(2,726,044)

 

(457,125)

(682,851)

-

-

(457,125)

(682,851)

Share of results of associates

(7,284)

(20,354)

-

-

(7,284)

(20,354)

 

(2,946)

(14,185)

-

-

(2,946)

(14,185)

Income tax expense

(1,987,447)

1,318,340

-

-

(1,987,447)

1,318,340

 

(2,465,496)

1,101,850

-

-

(2,465,496)

1,101,850

Net income

1,230,141

3,771,925

467,569

819,565

1,697,710

4,591,490

 

(1,264,478)

1,649,162

142,032

205,186

(1,122,446)

1,854,348

                           

Normalized EBITDA margin in %

41.4%

45.1%

26.0%

42.0%

39.2%

44.6%

 

42.2%

36.8%

22.5%

37.1%

39.4%

36.8%

 

(i) Normalized EBITDA is calculated excluding of the net income the following effects: (i) Income tax expense, (ii) Share of results of associates, (iii) Net finance result, (iv) Exceptional items, and (v) Depreciation, amortization and impairment of  property, plant and equipment.

31

 


 
 

15.    NET SALES

 

The reconciliation between gross sales and net sales is as follows:

 

 

Nine-month period ended:

 

Three-month period ended:

 

09/30/2017

09/30/2016

 

09/30/2017

09/30/2016

           

Gross sales(i)

50,386,994

60,731,492

 

17,284,655

16,802,235

Excise duty

(11,412,655)

(12,875,730)

 

(3,891,837)

(4,297,238)

Discounts(i)

(6,102,278)

(15,430,672)

 

(2,030,515)

(2,022,209)

 

32,872,061

32,425,090

 

11,362,303

10,482,788

 

(i)    Variance resulting from the change in the billing method with direct effect on Gross sales and Discounts.

 

Services provided by distributors, such as the promotion of our brands and logistics services are considered as expense when separately identifiable.

 

16.    OTHER OPERATING INCOME / (EXPENSES)

 

 

Nine-month period ended:

 

Three-month period ended:

 

09/30/2017

09/30/2016

 

09/30/2017

09/30/2016

Government grants/NPV of long term fiscal incentives

646,836

970,350

 

219,305

297,185

(Additions)/Reversals to provisions

(47,854)

(47,141)

 

(20,153)

(18,284)

Gains/(losses) on disposal of property, plant and equipment, intangible assets and operations in associates

46,736

39,780

 

44,047

11,610

Other operating income/(expenses), net

121,268

102,114

 

10,391

51,125

 

766,986

1,065,103

 

253,590

341,636

 

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

 

17.    EXCEPTIONAL ITEMS

 

The exceptional items included in the income statement are detailed below:

 

 

Nine-month period ended:

 

Three-month period ended:

 

09/30/2017

09/30/2016

 

09/30/2017

09/30/2016

Restructuring

(80,997)

(34,726)

 

(21,311)

(14,260)

Costs arising from business combinations

(1,093)

(8,842)

 

-

(843)

Others

818

-

 

818

-

 

(81,272)

(43,568)

 

(20,493)

(15,103)

 

The Company opted to exclude these items when measuring segment-based performance, as per Note 14 – Segment reporting.

 

32

 


 

On September 2017, the Company recorded exceptional net finance cost of R$141 million – see Note 18 - Finance cost and income – and a exceptional income tax expense of R$3 billion – see Note 19 - Income tax and social contribution – related to provisions and tax contingencies covered by PERT 2017 which Ambev applied for.

 

18.    FINANCE COST AND INCOME

 

(a)     Finance costs

 

 

Nine-month period ended:

 

Three-month period ended:

 

09/30/2017

09/30/2016

 

09/30/2017

09/30/2016

Interest expense

(1,156,104)

(1,130,614)

 

(363,599)

(408,864)

Capitalized borrowings

2,276

3,319

 

1,659

468

Net Interest on pension plans

(75,363)

(81,129)

 

(25,700)

(24,853)

Losses on hedging instruments

(500,462)

(1,282,567)

 

(108,572)

(285,297)

Interest on provision for contingencies

(186,277)

(329,175)

 

(65,536)

(63,930)

Exchange variation

(237,438)

(323,264)

 

(50,192)

(2,896)

Tax on financial transactions

(114,817)

(119,630)

 

(43,202)

(28,987)

Bank guarantee expenses

(64,226)

(67,715)

 

(20,396)

(22,040)

Other financial results

(205,577)

(59,134)

 

(44,500)

(24,062)

 

(2,537,988)

(3,389,909)

 

(720,038)

(860,461)

           

Exceptional financial expenses

(141,025)

-

 

(141,025)

-

 

(2,679,013)

(3,389,909)

 

(861,063)

(860,461)

 

The exceptional net finance cost refers to PERT 2017 which Ambev applied for – see Note 19 - Income tax and social contribution.

 

Interest expenses are presented net of the effect of interest rate derivative financial instruments which mitigate Ambev interest rate risk (Note 21 – Financial instruments and risks). The interest expense are as follows:

 

 

Nine-month period ended:

 

Three-month period ended:

 

09/30/2017

09/30/2016

 

09/30/2017

09/30/2016

Financial liabilities measured at amortized cost

(322,463)

(395,090)

 

(101,830)

(173,615)

Liabilities at fair value through profit or loss

(815,780)

(704,609)

 

(261,025)

(224,632)

Fair value hedge - hedged items

(19,798)

(39,738)

 

(1,902)

(10,618)

Fair value hedge - hedging instruments

1,937

8,823

 

1,158

1

 

(1,156,104)

(1,130,614)

 

(363,599)

(408,864)

 

(b)     Finance income

 

 

Nine-month period ended:

 

Three-month period ended:

 

09/30/2017

09/30/2016

 

09/30/2017

09/30/2016

Interest income

333,837

427,913

 

107,414

139,134

Gains on derivative

79,399

112,832

 

75,456

(1,881)

Financial assets at fair value through profit or loss

6,659

40,633

 

(950)

4,399

Other financial results

12,769

14,710

 

4,211

(3,824)

 

432,664

596,088

 

186,131

137,828

 

33

 


 

Interest income arises from the following financial assets:

 

Nine-month period ended:

 

Three-month period ended:

 

09/30/2017

09/30/2016

 

09/30/2017

09/30/2016

Cash and cash equivalents

141,657

174,937

 

55,408

41,284

Investment securities held for trading

24,555

40,425

 

9,535

17,070

Other receivables

167,625

212,551

 

42,471

80,780

 

333,837

427,913

 

107,414

139,134

 

19.    INCOME TAX AND SOCIAL CONTRIBUTION

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

 

Nine-month period ended:

 

Three-month period ended:

 

09/30/2017

09/30/2016

 

06/30/2017

06/30/2016

Income tax expense - current

(4,974,322)

(1,695,445)

 

(3,715,267)

(523,044)

           

Deferred tax expense on temporary differences

1,854,746

(93,497)

 

1,002,111

353,066

Deferred tax over taxes losses carryforwards movements  in the current period

(237,209)

2,004,304

 

(84,657)

948,306

Total deferred tax (expense)/income

1,617,537

1,910,807

 

917,454

1,301,372

           

Total income tax expenses

(3,356,785)

215,362

 

(2,797,813)

778,328

 

The reconciliation from the weighted nominal to the effective tax rate is summarized as follows:

 

Nine-month period ended:

 

Three-month period ended:

 

09/30/2017

09/30/2016

 

09/30/2017

09/30/2016

Profit before tax

7,907,939

8,034,301

 

2,934,303

2,404,821

Adjustment on taxable basis

         

Non-taxable income

(242,631)

(313,941)

 

(74,602)

(50,364)

Government grants related to sales taxes

(1,266,665)

(1,099,627)

 

(417,221)

(375,545)

Share of results of associates

(1,766)

1,544

 

4,535

9,381

Non-deductible expenses

192,270

370,723

 

161,762

(93,780)

Complement of income tax of foreign subsidiaries due in Brazil

101,974

85,736

 

57,808

(6,423)

Results of intercompany transactions non-taxable/not deductible in Brazil

(236,485)

766,278

 

62,598

(149,641)

 

6,454,636

7,845,014

 

2,729,183

1,738,449

Aggregated weighted nominal tax rate

27,78%

29,58%

 

27,08%

26,95%

Taxes payable – nominal rate

(1,793,301)

(2,320,521)

 

(739,027)

(468,478)

Adjustment on tax expense

         

Regional incentives - income taxes

172,176

163,666

 

93,154

62,215

Deductible interest on shareholders' equity

1,649,042

1,150,640

 

995,659

31,942

Tax savings from goodwill amortization on tax books

128,922

106,516

 

46,349

35,394

Withholding tax over undistributed profits

(282,934)

179,056

 

(107,332)

261,072

PERT 2017

(2,974,078)

-

 

(2,974,078)

-

Others with reduced taxation

(256,612)

936,005

 

(112,538)

856,183

Income tax and social contribution expense

(3,356,785)

215,362

 

(2,797,813)

778,328

Effective tax rate

42.45%

-2.68%

 

95.35%

-32.37%

 

 

34

 


 

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

 

§   Government subsidy on sales taxes: The reduction of tax expense reflects the deductibility of investment subsidies arising from deferred and presumed ICMS credits.

 

§  Deductible Interest on net equity: Under Brazilian law, companies have the option to distribute interest on equity (“JCP”), calculated based on the long-term interest rate (“TJLP”), Which are deductible for income tax purposes under the applicable legislation, which approximate amount to be distributed until now is R$4,850,124 and the tax impact is R$1,649,042.

 

The contingencies covered by PERT 2017, includes a tax assessment that discusses the calculation of income tax and social contribution on real profit instead of the presumed profit method from Ambev’s   subsidiary CRBS, which amount was not provisioned until the second quarter of 2017, considering its evaluation as possible loss. The total amount recognized as exceptional expense was R$3,115 million, of which R$2,974 million (principal and fine) are reported under the heading of Income tax and social contribution and R$141 million under the heading of finance cost and income.

 

20.    SHARE-BASED PAYMENTS

 

There are different share-based payment programs and stock option plans which allow the senior management from the Company and its subsidiaries to receive or acquire shares of the Company. For all option plans, the fair value is estimated at grant date, using the Hull binomial pricing model, modified to reflect the IFRS 2 requirement that assumptions about forfeiture before the end of the vesting period cannot impact the fair value of the option.

 

This current model of share based payment includes two types of grants: Grant 1: the beneficiary may choose to allocate 30%, 40%, 60%, 70% or 100% of the amount related to the profit share he received in the year, at the immediate exercise of options, thus acquiring the corresponding shares of the Company, and the delivery of a substantial part of the acquired shares is conditioned to the permanency in the Company for a period of five-years from the date of exercise; Grant 2: the beneficiary may exercise the options after a period of five years.

Additionally, as a means of a creating long term incentive (wealth incentive) for certain senior employees and members of management considered as having “high potential,” the Company issue share appreciation rights in the form of phantom stocks or stocks to future delivery to those employees, pursuant to which the beneficiary shall receive two separate lots – Lot A and Lot B – subject to maturation periods of five and ten years, respectively.

35

 


 

In addition, the Company has implemented a Stock Based Payment Plan under which certain employees and members of the management of the Company or its direct or indirect subsidiaries are eligible to receive shares of the Company including in the form of ADR’s. The shares that are subject to the Stock Plan are designated as "Restricted Shares" and the restricted share price for the purposes of the stock plan will correspond to the price of the Company's shares on B3 S.A.- Brasil, Bolsa, Balcão, in the trading session immediately prior to the stock concession Restricted.

The weighted average fair value of the options and assumptions used in applying the Ambev option pricing model for the “Grant 2” of 2017 and 2016 grants are as follows:

 

In R$, except when otherwise indicated

09/30/2017

(i)

12/31/2016

(i)

         

Fair value of options granted

5.54

 

6.21

 

Share price

17.08

 

17.18

 

Exercise price

17.08

 

17.18

 

Expected volatility

26.8%

 

27.0%

 

Vesting year

5

 

5

 

Expected dividends

5%

 

5%

 

Risk-free interest rate

10.0%

(ii)

12.4%

(ii)

 

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

 

(ii) The percentages include the grants of stock options and ADR’s during the period, in which the risk-free interest rate of ADR’s  are calculated in U.S. dollar.

 

The total number of outstanding options developed as follows:

Thousand options

09/30/2017

 

12/31/2016

       

Options outstanding at January 1st

131,244

 

121,770

Options issued during the period

4,467

 

24,806

Options exercised during the period

(10,485)

 

(11,613)

Options forfeited during the period

(2,650)

 

(3,719)

Options outstanding at ended period

122,576

 

131,244

 

The range of exercise prices of the outstanding options is nearly zero (R$0.02 as of December 31, 2016) and R$25.95 (R$28.32 as of December 31, 2016) and the weighted average remaining contractual life is approximately 6.09 years (5.96 years as of December 31, 2016).

 

Of the 122,576 thousand outstanding options (131,244 thousands of December 31, 2016), 42,559 thousand options are vested as at September 30, 2017 (52,780 thousands of December 31, 2016).

 

 

36

 


 

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

 

In R$ per share

09/30/2017

 

12/31/2016

       

Options outstanding at January 1 st

13.87

 

12.36

Options issued during the period

17.17

 

17.18

Options forfeited during the period

17.07

 

12.83

Options exercised during the period

4.91

 

2.52

Options outstanding at ended period

14.40

 

13.87

Options exercisable at ended period

3.81

 

3.66

 

For the options exercised during the period ended September 30,2017, the weighted average share price on the exercise date was R$18.39 (R$18.41 as of December 31, 2016).

 

During the period, Ambev issued 496 thousand (7,329 thousand in 2016) deferred stock units related to exercise of the options in the model “Grant 1”. These deferred stock units are valued at the share price of the day of grant, representing fair value of approximately R$8,142 on September 30, 2017 (R$133,884 on December 31, 2016), and cliff vest after five years.

The total number of shares purchased under the plan of shares by employees, whose grant is deferred to future time under certain conditions (deferred stock), is shown below:

Thousand deferred shares

09/30/2017

 

12/31/2016

       

Deferred shares outstanding at January 1st

19,260

 

19,056

New deferred shares during the period

496

 

7,329

Deferred shares granted during the period

(2,821)

 

(6,118)

Deferred shares forfeited during the period

(798)

 

(1,007)

Deferred shares outstanding at ended period

16,137

 

19,260

 

Additionally, certain employees and directors of the Company receive options to acquire AB Inbev shares, the compensation cost of which is recognized in the income statement against equity.

These share-based payments generated an expense of R$153,796 (R$146,657 for the nine-month period ended September 30, 2016), recorded as administrative expenses.

 

21.    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 business. The Company analyzes each of these risks both individually and as a whole to define strategies to manage the economic impact on Company’s performance consistent with its Financial Risk Management Policy.

 

37

 


 

The Company’s use of derivatives strictly follows its Financial Risk Management Policy approved by the Board of Directors. The purpose of the policy is to provide guidelines for the management of financial risks inherent to the capital markets in which Ambev carries out its operations. The policy comprises four main aspects: (i) capital structure, financing and liquidity, (ii) transactional risks related to the business, (iii) financial statements translation risks and (iv) credit risks of financial counterparties.

The policy establishes that all the financial assets and liabilities in each country where Ambev operates must be denominated in their respective local currencies. The policy also sets forth the procedures and controls needed for identifying, measuring and minimizing market risks, such as variations in foreign exchange rates, interest rates and commodities (mainly aluminum, wheat, corn and sugar) that may affect Ambev’s revenues, costs and/or investment amounts. The policy states that all the known risks (e.g. foreign currency and interest) shall be hedged by contracting derivative financial instruments. Existing risks not yet recorded (e.g. future contracts for the purchase of raw material or property, plant and equipment) shall be mitigated using projections for the period necessary for the Company to adapt to the new costs scenario that may vary from ten to fourteen months, also through the use of derivative financial instruments. Most of the translation risks are not hedged. Any exception to the policy must be approved by the Board of Directors.

 

Derivative financial Instruments

 

Derivative financial instruments authorized by the Financial Risk Management Policy are futures contracts traded on exchanges, full deliverable forwards, non-deliverable forwards, swaps and options. At September 30, 2017, the Company and its subsidiaries had no target forward, swaps with currency verification or any other derivative operations representing a risk level above the nominal value of their contracts. The derivative operations are classified by strategies according to their purposes, as follows:

 

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

 

ii) Fair value hedge derivative instruments – operations contracted with the purpose of mitigating the Company’s net indebtedness against foreign exchange and interest rate risk. Cash net positions and foreign currency debts are continually assessed for identification of new exposures.

 

38

 


 

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

 

iii) Net investment hedge derivative instruments – transactions entered into in order to minimize exposure of the exchange differences arising from conversion of net investment in the Company's subsidiaries located abroad for translation account balance. The effective portion of the hedge is allocated to equity and the ineffectiveness portion is recorded directly in financial results.

 

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

 

Operational Hedge: Refers to the exposures arising from the core business of Ambev, such as: purchase of inputs, purchase of fixed assets and service contracts linked to foreign currency, which is protected through the use of derivatives.

 

Financial Hedge: Refers to the exposures arising from cash and financing activities, such as: foreign currency cash and foreign currency debt, which is protected through the use of derivatives.

 

Investment hedge abroad: Refers mainly to exposures arising from cash hold in foreign currency in foreign subsidiaries whose functional currency is different from the consolidation currency.

 

Investment hedge - Put option granted on subsidiary: As detailed in Note 13 (d.4) the Company constituted a liability related to acquisition of Non-controlling interest in the Dominican Republic operations. This financial instrument is denominated in Dominican Pesos and is recorded in a Company which functional currency is the Real. The Company assigned this financial instrument as a hedging instrument for part of its net assets located in the Dominican Republic, in such manner the hedge result can be recorded in other comprehensive income of the group, following the result of the hedged item.

 

39

 


 
 

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

 

 

 

 

 

 

   

09/30/2017

 

Nine-month period ended: 09/30/2017

 

Three-month period ended: 09/30/2017

 

 

 

 

 

   

Fair Value

 

Gain / (Losses)

 

Gain / (Losses)

Exposure

 

 Risk

 

 

Notional

 

Assets

Liability

 

Finance Result

Operational Result

Equity

 

Finance Result

Operational Result

Equity

                                 

Cost

   

(8,884,240)

 

8,653,855

 

189,895

(265,194)

 

(571,560)

(273,305)

217,805

 

(106,508)

(82,273)

(46,887)

   

 Commodity 

(1,741,890)

 

1,511,505

 

143,735

(103,239)

 

(293)

56,052

(1,013)

 

2,374

1,135

(32,761)

   

 American Dollar

(6,710,140)

 

6,710,140

 

5,406

(158,502)

 

(566,088)

(345,821)

222,608

 

(105,443)

(85,044)

17,556

   

 Euro 

(112,257)

 

112,257

 

2,106

(1,281)

 

(4,035)

(516)

5,858

 

(3,267)

680

1,357

   

 Mexican Pesos 

(319,953)

 

319,953

 

38,648

(2,172)

 

(1,144)

16,980

(9,648)

 

(172)

956

(33,039)

                                 

Fixed Assets

   

(746,941)

 

746,941

 

436

(12,472)

 

(2,270)

-

-

 

(1,156)

-

-

   

 American Dollar 

(701,624)

 

701,624

 

436

(12,312)

 

(2,313)

-

-

 

(643)

-

-

   

 Euro 

(45,317)

 

45,317

 

-

(160)

 

43

-

-

 

(513)

-

-

                                 

Expenses

   

(184,748)

 

184,748

 

62

(3,322)

 

(2,652)

3,929

352

 

3

13

(222)

   

 American Dollar 

(171,293)

 

171,293

 

24

(2,855)

 

(2,678)

3,512

962

 

(154)

(1)

443

   

 Rupee

(13,455)

 

13,455

 

38

(467)

 

26

417

(610)

 

157

14

(665)

                                 

Cash

   

475,731

 

(475,731)

 

-

(5,101)

 

(69,649)

-

-

 

(68,515)

-

-

   

 American Dollar 

490,731

 

(490,731)

 

-

(5,091)

 

(69,654)

-

-

 

(68,515)

-

-

   

 Interest rate 

(15,000)

 

15,000

 

-

(10)

 

5

-

-

 

-

-

-

                                 

Debts

   

(921,626)

 

399,559

 

36,390

(1,942)

 

(65,507)

-

-

 

(44,778)

-

-

   

 American Dollar 

(522,067)

 

-

 

-

-

 

(76,162)

-

-

 

(52,886)

-

-

   

 Interest rate 

(399,559)

 

399,559

 

36,390

(1,942)

 

10,655

-

-

 

8,108

-

-

                                 

Equity Instrument

   

(2,136,021)

 

589,242

 

69,449

-

 

70,681

-

-

 

68,506

-

-

   

Stock prices

(2,136,021)

 

589,242

 

69,449

-

 

70,681

-

-

 

68,506

-

-

As of September 30, 2017

   

(12,397,845)

 

10,098,614

 

296,232

(288,031)

 

(640,957)

(269,376)

218,157

 

(152,448)

(82,260)

(47,109)

 

 

 

40

 


 
 

 

 

 

 

 

   

12/31/2016

 

Nine-month period ended: 09/30/2016

 

Three-month period ended: 09/30/2016

 

 

 

 

 

   

Fair Value

 

Gain / (Losses)

 

Gain / (Losses)

Exposure

 

Risk

 

 

Notional

 

Assets

Liability

 

Finance Result

Operational Result

Equity

 

Finance Result

Operational Result

Equity

                                 

Cost

   

(8,807,524)

 

8,624,076

 

190,727

(582,809)

 

(1,088,390)

769,982

(994,377)

 

(298,625)

60,357

84,069

   

 Commodity 

(1,742,763)

 

1,559,315

 

136,502

(43,743)

 

-

(126,074)

7,783

 

-

5,990

-

   

 American Dollar 

(6,566,888)

 

6,566,888

 

36,042

(491,299)

 

(1,091,364)

843,111

(926,244)

 

(295,723)

39,921

68,411

   

 Euro 

(135,235)

 

135,235

 

-

(4,685)

 

4,561

56,035

(65,360)

 

(2,541)

14,771

26,375

   

 Mexican Pesos 

(359,191)

 

359,191

 

18,183

(43,326)

 

(1,587)

(3,090)

(10,421)

 

(361)

(325)

(10,582)

   

 Brazilian Real 

(3,447)

 

3,447

 

-

244

 

-

-

(135)

 

-

-

(135)

                                 

Fixed Assets

   

(523,088)

 

523,088

 

3,009

(76,101)

 

(176,536)

-

-

 

18,467

-

-

   

 American Dollar 

(430,332)

 

430,332

 

2,974

(5,814)

 

(121,233)

-

-

 

13,303

-

-

   

 Euro 

(92,756)

 

92,756

 

35

(70,287)

 

(55,303)

-

-

 

5,164

-

-

                                 

Expenses

   

(103,779)

 

103,779

 

824

(1,089)

 

48,927

-

(133,152)

 

(311)

-

1,059

   

 American Dollar 

(90,945)

 

90,945

 

35

(1,089)

 

(1,595)

-

(28,239)

 

(347)

-

369

   

 Euro 

-

 

-

 

-

-

 

(339)

-

688

 

36

-

-

   

 Canadian  Dollar 

-

 

-

 

-

-

 

50,861

-

(106,291)

 

-

-

-

   

 Rupee

(12,834)

 

12,834

 

789

-

 

-

-

690

 

-

-

690

                                 

Cash

   

1,043,872

 

(1,043,872)

 

(3)

7,841

 

36,789

-

-

 

(39,722)

-

-

   

 American Dollar 

592,341

 

(592,341)

 

(3)

7,832

 

(6,888)

-

-

 

(44,142)

-

-

   

 Euro 

51,531

 

(51,531)

 

-

110

 

8,262

-

-

 

308

-

-

   

 Interest rate 

400,000

 

(400,000)

 

-

(101)

 

35,415

-

-

 

4,112

-

-

                                 

Debts

   

(2,547,901)

 

2,000,198

 

18,424

(61,222)

 

(16,875)

-

-

 

4,785

-

-

   

 American Dollar 

(1,874,157)

 

1,326,454

 

2,576

(48,488)

 

(1,652)

-

-

 

5,866

-

-

   

 Interest rate 

(673,744)

 

673,744

 

15,848

(12,734)

 

(15,223)

-

-

 

(1,081)

-

-

                                 

Foreign Investments

   

-

 

-

 

-

-

 

(1,161)

-

35,350

 

-

-

-

   

 American Dollar 

-

 

-

 

-

-

 

(937)

-

37,168

 

-

-

-

   

 Euro 

-

 

-

 

-

-

 

44

-

1,683

 

-

-

-

   

 Canadian Dollar

-

 

-

 

-

-

 

(268)

-

(3,501)

 

-

-

-

Total

   

(10,938,420)

 

10,207,269

 

212,981

(713,380)

 

(1,197,246)

769,982

(1,092,179)

 

(315,406)

60,357

85,128

 

 

 

 

 

 

41

 


 
 

I.          Market risk

 

a.1) Foreign currency risk

The Company is exposed to foreign currency risk on borrowings, investments, purchases, dividends and/or interest expense/income whenever they are denominated in currency other than the functional currency of the subsidiary. The main derivatives 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 inputs comprises commodities, which historically have experienced substantial price fluctuations. The Company therefore uses both fixed price purchasing contracts and derivative financial instruments to minimize its exposure to commodity price volatility. The Company has important exposures to the following commodities: aluminum, sugar, wheat and corn. These derivative financial instruments have been designated as cash flow hedges.

 

a.3) Interest rate risk

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

 

The table below demonstrates the Company’s exposure related to debts, before and after interest rates hedging strategy.

 

 

09/30/2017

 

Pre - Hedge

 

Post - Hedge

 

Interest rate

 Amount

 

Interest rate

 Amount

Brazilian Real

6.6%

719,017

 

6.2%

398,953

Dominican Peso

9.7%

273,711

 

9.7%

273,711

American Dollar

2.4%

23,666

 

2.4%

23,666

Guatemala´s Quetzal

7.8%

9,874

 

7.8%

9,874

Interest rate pre-set

 

1,026,268

   

706,204

           
           

Brazilian Real

9.3%

441,039

 

8.2%

761,104

American Dollar

3.1%

533,351

 

3.1%

533,350

Canadian  Dollar

2.1%

1,324,217

 

2.1%

1,324,217

Barbadian Dollar

2.7%

4,736

 

2.7%

4,736

Interest rate postfixed

 

2,303,343

   

2,623,407

 

 

 

 

42

 


 
 
 

12/31/2016

 

Pre - Hedge

 

Post - Hedge

 

Interest rate

 Amount

 

Interest rate

 Amount

Brazilian Real

6.8%

1,223,500

 

6.2%

841,923

Dominican Peso

9.7%

288,808

 

9.7%

288,808

American Dollar

6.0%

11,561

 

6.0%

1,797

Guatemala´s Quetzal

8.0%

9,947

 

8.0%

9,947

Barbadian Dollar

4.3%

48,517

 

4.3%

48,517

Interest rate pre-set

 

1,582,333

   

1,190,992

           
           

Brazilian Real

10.0%

667,703

 

12.6%

2,375,614

American Dollar

1.5%

1,882,252

 

2.2%

565,683

Canadian  Dollar

1.6%

1,259,107

 

1.6%

1,259,106

Barbadian Dollar

2.7%

4,915

 

2.7%

4,915

Interest rate postfixed

 

3,813,977

   

4,205,318

 

 

Sensitivity analysis

The Company mitigates risks arising from non-derivative financial assets and liabilities substantially, through derivative financial instruments. In this context, the Company has identified the main risk factors that may 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 expectations of deterioration in each transaction’s main risk factor. To measure the possible effects on the results of derivative transactions, the Company uses parametric Value at Risk – VaR. is a statistical measure developed through estimates of standard deviation and correlation between the returns of several risk factors. This model results in the loss limit expected for an asset over a certain time period and confidence interval. Under this methodology, we used the potential exposure of each financial instrument, a range of 95% and horizon of 21 days after September 30, 2017 for the calculation, which are presented in the module.

 

2 – Adverse scenario: 25% deterioration in each transaction’s main risk factor as compared to the level observed on September 30, 2017.

 

3 – Remote scenario: 50% deterioration in each transaction’s main risk factor as compared to the level observed on September 30, 2017.

 

 

 

43

 


 
 

Transaction

Risk

Fair Value

Probable scenario

Adverse scenario

Remote
 scenario

           

Commodities hedge

Decrease on commodities price

40,496

(275,959)

(337,380)

(715,257)

Input purchase

(40,496)

215,822

279,784

600,064

Foreign exchange hedge

Foreign currency decrease

(115,795)

(959,367)

(1,901,382)

(3,686,970)

Input purchase

115,795

959,367

1,901,382

3,686,970

Costs effects

 

-

(60,137)

(57,596)

(115,193)

           

Foreign exchange hedge

Foreign currency decrease

(12,036)

(89,541)

(198,771)

(385,506)

Capex Purchase

12,036

89,541

198,771

385,506

Fixed assets effects

 

-

-

-

-

           

Foreign exchange hedge

Foreign currency decrease

(3,260)

(20,565)

(49,447)

(95,634)

Expenses

3,260

20,565

49,447

95,634

Expenses effects

 

-

-

-

-

           

Hedge cambial

Foreign currency increase

(5,091)

(47,620)

(127,774)

(250,457)

Cash

5,091

47,620

127,774

250,457

Interest Hedge

Decrease in interest rate

(10)

(187)

(3,693)

(4,275)

Interest revenue

10

187

3,693

4,275

Cash effects

 

-

-

-

-

           

Hedge cambial

Foreign currency decrease

-

-

-

-

Cash

-

76,431

130,517

261,034

Interest Hedge

Increase in interest rate

34,448

29,735

(114,825)

(136,445)

Interest expenses

(34,448)

(29,735)

114,825

136,445

Debt effects

 

-

76,431

130,517

261,034

Equity Instrument Hedge

Stock prices decrease

69,449

(31,311)

(77,861)

(225,172)

Expenses

(69,449)

262,294

464,555

998,561

Equity effects

 

-

230,983

386,694

773,389

   

-

247,277

459,615

919,230

 

As of September 30, 2017 the Notional and Fair Value amounts per instrument and maturity were as follows:

 

 

Notional Value

Exposure

Risk

2017

2018

2019

2020

>2020

Total

               

Cost

 

4,034,372

4,613,517

5,966

-

-

8,653,855

 

  Commodity 

448,531

1,057,008

5,966

-

-

1,511,505

 

  American Dollar 

3,495,409

3,214,731

-

-

-

6,710,140

 

  Euro 

19,089

93,168

-

-

-

112,257

 

  Mexican Peso 

71,343

248,610

-

-

-

319,953

               

Fixed asset

 

400,656

346,285

-

-

-

746,941

 

  American Dollar 

355,339

346,285

-

-

-

701,624

 

  Euro 

45,317

-

-

-

-

45,317

               

Expenses

 

73,216

111,532

-

-

-

184,748

 

  American Dollar 

70,031

101,262

-

-

-

171,293

 

 Rupee

3,185

10,270

-

-

-

13,455

               

Cash

 

(490,731)

-

-

15,000

-

(475,731)

 

  American Dollar 

(490,731)

-

-

-

-

(490,731)

 

  Interest rate

-

-

-

15,000

-

15,000

               

Debt

 

-

-

-

-

399,559

399,559

 

  Interest rate

-

-

-

-

399,559

399,559

               

Equity Instrument

 

-

589,242

-

-

-

589,242

 

 Stock prices

-

589,242

-

-

-

589,242

   

4,017,513

5,660,576

5,966

15,000

399,559

10,098,614

 

 

Fair Value

Exposure

Risk

2017

2018

2019

2020

>2020

Total

               

Cost

 

(15,138)

(60,306)

145

-

-

(75,299)

 

Commodity

49,386

(9,035)

145

-

-

40,496

 

American Dollar

(91,446)

(61,650)

-

-

-

(153,096)

 

Euro

(34)

859

-

-

-

825

 

Mexican Peso

26,956

9,520

-

-

-

36,476

               

Fixed asset

 

(3,263)

(8,773)

-

-

-

(12,036)

 

American Dollar

(3,103)

(8,773)

-

-

-

(11,876)

 

Euro

(160)

-

-

-

-

(160)

               

Expenses

 

(603)

(2,657)

-

-

-

(3,260)

 

American Dollar

(641)

(2,190)

-

-

-

(2,831)

 

Rupee

38

(467)

-

-

-

(429)

               

Cash

 

(5,091)

-

-

(10)

-

(5,101)

 

American Dollar

(5,091)

-

-

-

-

(5,091)

 

Interest rate

-

-

-

(10)

-

(10)

               

Debt

 

-

-

-

-

34,448

34,448

 

American Dollar

-

-

-

-

-

-

 

Interest rate

-

-

-

-

34,448

34,448

               

Equity Instrument

 

-

69,449

-

-

-

69,449

 

Stock prices

-

69,449

-

-

-

69,449

   

(24,095)

(2,287)

145

(10)

34,448

8,201

               

44

 


 
 

 

  II.     Credit Risk

 

Concentration of credit risk on trade receivables

A substantial part of the Company’s sales is made to distributors, supermarkets and retailers, within a broad distribution network. Credit risk is reduced because of the widespread number of customers and control procedures used to monitor risk. Historically, the Company has not experienced significant losses on receivables from customers.

Concentration of credit risk on counterpart

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 limits and credit analysis of financial institutions, avoiding credit concentration, i.e., the credit risk is monitored and minimized to the extent that negotiations are carried out only with a select group of highly rated counterparties.

 

The selection process of financial institutions authorized to operate as the Company’s counterparty is set forth in our Credit Risk Policy. This Credit Risk Policy establishes maximum limits of exposure to each counterparty based on the risk rating and on each counterparty's capitalization.

 

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

45

 


 
 

 

As of September 30, 2017, the Company held its main short-term investments with the following financial institutions: Banco do Brasil, Bradesco, Bank Mendes Gans, Caixa Econômica Federal, Citibank, Itaú, JP Morgan Chase, Merrill Lynch, Santander e Toronto Dominion Bank. The Company had derivative agreements with the following financial institutions: Banco Bisa, Barclays, BNB, BNP Paribas, Bradesco, Citibank, Deutsche Bank, Itaú, Goldman Sachs, JP Morgan Chase, Macquarie, Merrill Lynch, Morgan Stanley, Santander, ScotiaBank e TD Securities.

The carrying amount 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 represents the maximum exposure of credit risks of September 30, 2017. There was no concentration of credit risk with any counterparties as of September 30, 2017.

 

III.      Liquidity Risk

 

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

 

IV.     Equity price risk

 

Through the equity swap transaction approved on May 16th, 2017 by the Board of Directors of Ambev, the Company, or its controlled entity, will receive the price variation related to its shares traded on the stock exchange or ADRs, neutralizing the possible effects of the stock prices’ oscillation in view of the share-based payment of the Company. As these derivative instruments are not characterized as hedge accounting they were not therefore designated to any hedge.

 

In September 2017, an exposure equivalent to R$2.1 billion in AmBev’s shares (or ADR’s) was partially hedged, resulting in a gain in income statement of R$ 70,681.

 

  V.     Capital management

 

Ambev is continuously optimizing its capital structure targeting to maximize shareholder value while keeping the desired financial flexibility to execute the strategic projects. Besides the statutory minimum equity funding requirements that apply to the Company’s subsidiaries in the different countries, Ambev is not subject to any externally imposed capital requirements. When analyzing its capital structure, the Company uses the same debt ratings and capital classifications as applied in the Company’s financial statements.

46

 


 
 

Financial instruments

 

(a) Financial instruments categories

 

Management of the financial instruments held by the Company is effected through operational strategies and internal controls to assure liquidity, profitability and transaction security. Financial instruments transactions are regularly reviewed for the effectiveness of the risk exposure that management intends to cover (foreign exchange, interest rate, etc.).

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

 

 09/30/2017

 

Loans and receivables

Held for trading

Financial assets/liabilities at fair value through profit or loss

Derivatives hedge

Financial liabilities through amortized cost

 Total

Financial assets

           

Cash and cash equivalents

8,340,688

-

-

-

-

8,340,688

Investment securities

-

104,786

7,820

-

-

112,606

Trade  receivables excluding prepaid expenses

6,042,800

-

-

-

-

6,042,800

Financial instruments derivatives

-

-

105,839

190,393

-

296,232

Total

14,383,488

104,786

113,659

190,393

-

14,792,326

             

Financial liabilities

           

Trade payables and put option granted on subsidiary and other liabilities

-

-

5,298,791

-

10,767,470

16,066,261

Financial instruments derivatives

-

-

7,755

280,276

-

288,031

Interest-bearning loans and borrowings

-

-

-

-

3,329,611

3,329,611

Total

-

-

5,306,546

280,276

14,097,081

19,683,903

 

 

 12/31/2016

 

Loans and receivables

Held for trading

Financial assets/liabilities at fair value through profit or loss

Derivatives hedge

Financial liabilities through amortized cost

 Total

Financial assets

           

Cash and cash equivalents

7,876,849

-

-

-

-

7,876,849

Investment securities

-

104,340

282,771

-

-

387,111

Trade receivables excluding prepaid expenses

6,962,541

-

-

-

-

6,962,541

Financial instruments derivatives

-

-

18,424

194,557

-

212,981

Total

14,839,390

104,340

301,195

194,557

-

15,439,482

             

Financial liabilities

           

Trade payables and put option granted on subsidiary and other liabilities

-

-

5,106,125

-

13,208,075

18,314,200

Financial instruments derivatives

-

-

49,850

663,530

-

713,380

Interest-bearning loans and borrowings

-

-

-

-

5,396,310

5,396,310

Total

-

-

5,155,975

663,530

18,604,385

24,423,890

 

 

47

 


 
 

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

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

 

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

 

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date valuation;

 

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 – unobservable inputs for the asset or liability.

 

09/30/2017

 

12/31/2016

                   
 

Level 1

Level 2

Level 3

 Total

 

Level 1

Level 2

Level 3

Total

Financial assets

                 

Financial asset at fair value through profit or loss

7,820

-

-

7,820

 

282,771

-

-

282,771

Derivatives assets at fair value through profit or loss

-

105,839

-

105,839

 

2,576

15,848

-

18,424

Derivatives - operational hedge

6,182

184,211

-

190,393

 

83,611

110,946

-

194,557

 

14,002

290,050

-

304,052

 

368,958

126,794

-

495,752

Financial liabilities

                 

Financial liabilities at fair value through profit and loss (i)

-

-

5,298,791

5,298,791

 

-

-

5,106,125

5,106,125

Derivatives liabilities at fair value through profit or loss

722

7,033

-

7,755

 

9,919

39,931

-

49,850

Derivatives - operational hedge

92,263

188,013

-

280,276

 

78,935

575,867

-

654,802

Derivatives - fair value hedge

-

-

-

-

 

-

8,728

-

8,728

 

92,985

195,046

5,298,791

5,586,822

 

88,854

624,526

5,106,125

5,819,505

 

(i) Refers to the put option granted on subsidiary as described in Note 13 d(4).

 

Reconciliation of changes in the categorization of Level 3

 

Financial liabilities at December 31, 2016 (i)

5,106,125

Acquisition of investments

7,280

Total gains and losses in the period

185,386

Losses recognized in net income

426,822

Gain recognized in equity

(241,436)

Financial liabilities at September 30, 2017 (i)

5,298,791

 

(i) The liability was recorded under “Trade payables and put option granted on subsidiary and other liabilities” on the balance sheet.

 

 

 

48

 


 

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

 

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

 

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

 

Calculation of fair value of derivatives

The Company measures derivative financial instruments by calculating their present value, through the use of market curves that impact the instrument on the computation dates. In the case of swaps, both the asset and the liability positions are estimated independently and brought to present value, where the difference between the result of the asset and liability amount generates the swaps market value. For the traded derivative financial instruments, the fair value is calculated according to the adjusted exchange-listed price.

 

Margins given in guarantee

 

In order to comply with the guarantee requirements of the derivative exchanges and/or counterparties in certain operations with derivative financial instruments, as of September 30, 2017 the Company held R$54,017 in highly liquid financial investments or in cash, classified as cash and cash equivalents and investment securities (R$486,822 on December 31, 2016).

 

Offsetting of financial assets and liabilities

 

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

 

22.    COLLATERAL AND CONTRACTUAL COMMITMENTS WITH SUPLLIERS, ADVANCES FROM CUSTOMERS AND OTHER

 

 

09/30/2017

12/31/2016

     

Collateral given for own liabilities

604,506

1,051,538

Other commitments

2,944,984

754,306

 

3,549,490

1,805,844

     

Commitments with suppliers

4,166,474

4,019,236

Commitments - Bond 2017

-

300,000

 

4,166,474

4,319,236

 

49

 


 

The collateral provided for liabilities totaled approximately R$3,549,490 on September 30, 2017 (R$1,805,844 on December 31, 2016), including R$558,198 (R$571,305 on December 31, 2016) of cash guarantees. The deposits in cash used as guarantees are presented as part of other assets. To meet the guarantees required by derivative exchanges and/or counterparties contracted in certain derivative financial instrument transactions, Ambev maintained on September 30, 2017, R$54,017 (R$486,822 on December 31, 2016) in highly liquid financial investments or in cash, classified as cash and cash equivalents and investment securities (Note 21 – Financial instruments and risks).

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

Future contractual commitments on September 30, 2017 and December 31, 2016 are as follows:

 

 

09/30/2017

12/31/2016

     

Less than 1 year

2,537,301

3,325,724

Between 1 and 2 years

1,050,434

420,777

More than 2 years

578,739

572,735

 

4,166,474

4,319,236

 

23.    CONTINGENCIES

 

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

 

Contingent liabilities with a probable likelihood of loss are fully recorded as liabilities (Note 12 – Provisions).

 

The Company also has lawsuits related to tax, civil and labor, for which the likelihood of loss classified by management as possible and for which there are no provisions. Estimates of amounts of possible losses are as follows:

 

 

09/30/2017

12/31/2016

     

IRPJ and CSLL

29,302,015

28,934,826

PIS and COFINS

2,696,155

1,971,048

ICMS and IPI

17,696,035

16,046,890

Labor

241,345

222,037

Civil

4,709,463

4,417,574

Others

954,447

858,075

 

55,599,460

52,450,450

 

 

50

 


 

Principal lawsuits with a likelihood of possible loss:

Brazilian Federal Taxes

Disallowance of taxes paid abroad

 

Since 2014, Ambev received tax assessments from the Brazilian Federal Tax Authorities related to the disallowance of deductions associated with alleged unproven taxes paid abroad, for which the decision from the Upper House of the Administrative Court is still pending. 

In September 2017, Ambev received new tax assessments from the Brazilian federal tax authorities related to the same matter in the amount of R$2.9 billion. In September 2017, Ambev decided to include part of those tax assessments in the Brazilian Federal Tax Amnesty Program of the Provisional Measure no. 783. As of 30 September 2017, Ambev management estimates the exposure of approximately R$5.8 billion (R$2.8 billion as of 31 December 2016).

 

Presumed Profit

In December 2016, CRBS (a subsidiary of Ambev) received a tax assessment regarding the use of “presumed profit” method for the calculation of income tax and the social contribution on net profit instead of the “real profit” method. In July, 2017 CRBS was notified of the unfavorable first level administrative decision and filed an appeal to the Administrative Court. In September 2017, CRBS decided to include that tax assessment  fully in the Brazilian Federal Tax Amenstry Program of the Provisional Measure no. 783 (R$2.8 billion considering the discounts expected on the Program).

 

PIS and COFINS

 

PIS/COFINS over bonus products

Since December 2015, Ambev has been receiving tax assessments issued by the Brazilian federal tax authorities, relating to amounts allegedly due under Integration Programme/Social Security Financing Levy (PIS/COFINS) over bonus products granted to its customers. Ambev filed defenses against these assessments and is currently awaiting judgment. In September 30 2017, Ambev management estimates the possible loss related to these assessments to be approximately R$2.1 billion (R$1.5 billion as of 31 December 2016).

 

Manaus Free Trade Zone – IPI

 

Goods manufactured within the Manaus Free Trade Zone – ZFM intended for consumption elsewhere in Brazil are exempt from the IPI excise tax. Ambev’s subsidiaries have been registering IPI excise tax presumed credits upon the acquisition of exempted inputs manufactured therein.  Since 2009 Ambev has been receiving a number of tax assessments from the Brazilian Federal Tax Authorities relating to the disallowance of such presumed credits, against which it has presented defenses. The matter is under discussion before the Brazilian Supreme Court. Ambev management estimates possible losses in relation to these assessments to be approximately R$2.7 billion as of 30 September 2017 (R$2.0 billion as of December 31, 2017), reason why it has not recorded any provision in connection therewith.

51

 


 

 

Except for the cases above, there was no new lawsuit individually relevant to the previous period. The significant changes in the main processes with a possible likelihood of loss in relation to those presented in the financial statements for the year ended December 31, 2016 refers to the monetary variation of the period. There was no new lawsuit individually relevant to the previous period.

 

Contingent assets

 

According to IAS 37, contingent assets are not recorded in consolidated financial statements, except when the realization of income is virtually certain. There was no probable contingent assets to be disclosed on September 30, 2017.

 

24.    NON-CASH ITEMS

 

The Company carried out the following investment and financing activities not involving cash:

 

 

Nine-month period ended:

 

Three-month period ended:

 

09/30/2017

09/30/2016

 

09/30/2017

09/30/2016

Acquisition of investments payables

-

230,763

 

-

(47,839)

Cash financing cost other than interests

39,931

59,621

 

(26,730)

1,954

PERT 2017

3,085,974

-

 

3,085,974

-

Others

-

(624)

 

-

941

 

25.    RELATED PARTIES

Policies and practices regarding the realization of transactions with related parties

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

 

Under the Company’s by laws the Board of Directors is responsible for approving any transaction or agreements between the Company and/or any of its subsidiaries, directors and/or shareholders (including shareholders, 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 in matters related to transactions with related parties.

 

Management is prohibited from interfering in any transaction in which conflict exists, even in theory, with the Company interests. It is also not permitted to interfere in decisions of any other management member, requiring documentation in the Minutes of Meeting of the Board any decision to abstain from the specific deliberation.

 

52

 


 

The Company’s guidelines with related parties 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 are clearly disclosed in the financial statements as reflected in written contracts.

 

Transactions with management members:

In addition to short-term benefits (primarily salaries), the management members are entitled to participate in Stock Option Plan (Note 20 – Share-based payments).

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

 

 

Nine-month period ended:

 

Three-month period ended:

 

09/30/2017

09/30/2016

 

09/30/2017

09/30/2016

           

Short-term benefits (i)

15,334

15,388

 

5,206

4,793

Share-based payments (ii)

25,964

28,515

 

9,826

8,833

Total key management remuneration

41,298

43,903

 

15,032

13,626

 

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

 

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

 

Excluding the above mentioned plan (Note 20 – Share-based payments), the Company no longer has any type 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

The Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficiência (“Fundação Zerrenner) is one of Ambev’s shareholders, and at September 30, 2017 held 10.2% of total share capital. Fundação Zerrenner is also an independent legal entity whose main goal is to provide Ambev’s employees, both active and retirees, with health care and dental assistance, technical and superior education courses, facilities for assisting elderly people, through direct initiatives or through financial assistance agreements with other entities. On September 30, 2017 and December 31, 2016, actuarial responsibilities related to the benefits provided directly by Fundação Zerrenner are fully funded by plan assets, held for that purpose, which significantly exceeds the liabilities at these dates. Ambev recognizes the assets (prepaid expenses) of this plan to the extent of amounts from economic benefits available to the Company, arising from reimbursements or future contributions reduction.

The expenses incurred by Fundação Zerrenner in providing these benefits totaled R$209,357 (R$192,403 on September 30, 2016), of which R$188,631 and R$20,726 related to active employees and retirees respectively (R$165,668 and R$26,735 on September 30, 2016  related to active employees and retirees respectively).

53

 


 

b) Leasing

 

The Ambev, through its subsidiary BSA (labeling), has an asset leasing agreement with Fundação Zerrenner, for R$63,328 for ten years, maturing on March 31, 2018.

c) Leasing – Ambev head office

Ambev has a leasing agreement of two commercial sets with Fundação Zerrenner in the annual amount of R$3,255, maturing on January, 2020.

 

d) Licensing agreement

 

The Company maintains a licensing agreement with Anheuser-Busch, Inc., to produce, bottle, sell and distribute Budweiser products in Brazil, Canada, and sales and distribution agreements of Budweiser products in Guatemala, Dominican Republic, Paraguay, El Salvador, Nicaragua, Uruguay and Chile. In addition, the Company produces and distributes Stella Artois products under license to ABI in Brazil and Canada and, by means of a license granted to ABI, it also distributes Brahma’s product in the United States and several countries such as the United Kingdom, Spain, Sweden, Finland and Greece. The amount recorded was R$1,556 (R$1,603 on September 30, 2016) and R$273,067 (R$301,536  on September 30, 2016) as licensing income and expense, respectively.

           

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

 

Transactions with related parties

 

 

 

 

 

 

 09/30/2017

Current

 Trade receivables (i)

 Other Trade receivables (i)

 Trade payables  (i)

 Other Trade payables  (i)

Borrowings and interest payable

AB InBev

529

17,099

(312,166)

(1,228)

-

AB Procurement

25,321

158

-

(589)

-

AB Services

1,035

22,659

-

(4,589)

-

AB USA

32,369

17,972

(321,568)

(5,697)

-

Cervecería Modelo

84,682

2,849

(749,829)

(57,321)

-

ITW International

-

-

-

(203,533)

(40,307)

Inbev

125

21,447

(34,616)

-

-

Panamá Holding

-

16,391

-

(3,317)

-

Others

11,613

5,496

(68,676)

(4,140)

-

 

155,674

104,071

(1,486,855)

(280,414)

(40,307)

 

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

 

54

 


 
 

12/31/2016

Current

 Trade receivables (i)

 Other Trade receivables (i)

 Trade payables (i)

 Other Trade payables (i)

Borrowings and interest payable

 Dividends payables

AB InBev

6,278

13,414

(308,866)

(687)

-

-

AB Package

-

-

(31,301)

-

-

-

AB Services

275

15,175

(10)

(3,098)

-

-

AB USA

19,737

18,623

(247,389)

(1,675)

-

-

Ambev Peru

7,095

-

(4,679)

-

-

-

Ambrew

-

-

-

-

-

(89,902)

Bogotá Beer

-

210,961

-

(210,961)

-

-

Cervecería Modelo

1,071

-

(444,080)

-

-

-

Inbev

182

17,599

(17,553)

(169)

-

-

ITW International

-

-

-

(209,385)

(30,455)

(590,937)

Modelo

32

986

(15,685)

(54,476)

-

-

Others

2,579

7,255

(6,185)

(14,441)

-

-

 

37,249

284,013

(1,075,748)

(494,892)

(30,455)

(680,839)

 

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

 

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

 

 

 

 

 Nine-month period ended: 09/30/2017

Company

Buying / Service fees / Rentals

Sales

Royalties / Benefits

Net Finance Cost

AB Procurement

(5,785)

15,943

-

-

AB USA

(197,506)

33,776

(211,790)

-

Ambev Peru

(8,541)

1,457

-

-

Cervecería Modelo

(489,923)

97

(36,396)

-

Inbev

(51,788)

-

-

-

Others

(62,693)

4,423

(23,325)

(10,784)

 

(816,236)

55,696

(271,511)

(10,784)

 

 

 

 

 Three-month period ended: 09/30/2017

Company

Buying / Service fees / Rentals

Sales

Royalties / Benefits

Net Finance Cost

AB Procurement

(5,785)

15,943

-

-

AB USA

(48,310)

11,893

(85,509)

-

Ambev Peru

(72)

47

-

-

Cervecería Modelo

(247,077)

35

(14,335)

-

Inbev

(18,152)

-

-

-

Others

(19,986)

2,883

(7,582)

(7,446)

 

(339,382)

30,801

(107,426)

(7,446)

 

 

Nine-month period ended: 09/30/2016

 

Three-month period ended: 09/30/2016

Company

Buying / Service fees / Rentals

Sales

Royalties / Benefits

 

Buying / Service fees / Rentals

Sales

Royalties / Benefits

AB USA

(142,498)

36,768

(235,224)

 

(59,465)

9,818

(83,541)

AB Package

(26,377)

-

-

 

(8,671)

-

-

Cervecería Modelo

(443,755)

940

(39,456)

 

(160,090)

560

(13,886)

InBev

(58,257)

-

-

 

(20,905)

-

-

Modelo

(51,313)

-

-

 

(17,485)

-

-

Others

(30,332)

130

(25,253)

 

1,124

130

(5,620)

 

(752,532)

37,838

(299,933)

 

(265,492)

10,508

(103,047)

 

 

55

 


 
 

Denomination used in the tables above:

 

AB InBev Procurement GmbH ("AB Procurement")

Ambrew S.A. ("Ambrew")

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”)

Bogotá Beer Company BBC S.A.S. ("Bogotá Beer")

Cervecería Modelo de Guadalajara S.A. (“Modelo”)

Cervecería Modelo de Mexico S. de R.L. de C.V. ("Cervecería Modelo")

Compañia Cervecera Ambev Peru S.A.C. (“Ambev Peru”)

Inbev Belgium N.V. ("Inbev")

Interbrew International B.V. (“ITW International”)

 

26.    EVENTS AFTER THE REPORTING PERIOD

 

(i) In October 2017, Ambev received new tax assessments related to the disallowance of deductions associated with alleged unproven taxes paid abroad refers to calendar year 2012 in the amount of approximately R$1.1 billion, including penalty. Management evaluate as possible losses related to these assessments.

 

(ii) In October 24, 2017 was approved, the conversion into a law of a Provisional Measure no. 783 (law no. 13.496), establishing new conditions for the PERT accession, that may impact the accession already done, without relevant changes on the reported amount.

56

 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date: November 13, 2017
     
 
AMBEV S.A.
     
 
By: 
/s/ Ricardo Rittes de Oliveira Silva
 
Ricardo Rittes de Oliveira Silva
Chief Financial and Investor Relations Officer