UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.  20549
   FORM 20-F     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

   For the fiscal year ended:December 31, 2013
  Commission file number:1565025  AMBEV S.A.(Exact name of Registrant as specified in its charter)AMBEV INC.(Translation of Registrant’s name into English)Federative Republic of Brazil(Jurisdiction of incorporation or organization)Rua Dr. Renato Paes de Barros, 1017, 3rd floor04530-001 São Paulo, SP, Brazil(Address of principal executive offices)Nelson José Jamel, Chief Financial and Investor Relations OfficerAddress: Rua Dr. Renato Paes de Barros, 1017, 3rd floor, 04530-001, São Paulo, SP, BrazilTelephone No.: +55 (11) 2122-1200e-mail: ir@ambev.com.br(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
  Securities registered or to be registered pursuant to Section 12(b) of the Act:  Title of each class

   Name of each exchange on which registeredAmerican Depositary Shares,evidenced by American DepositaryReceipts, each representing1 (one) common share*,no par value

   New York Stock Exchange
  *        Not for trading, but in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.  Securities registered or to be registered pursuant to Section 12(g) of the Act: NoneSecurities for which there is a reporting obligation pursuant to Section 15(d) of the Act:Title of each class

   Name of each exchange on which registeredGuaranty for the R$300,000,000 9.500% Notes due 2017 of AmBev International Finance Co. Ltd. by Ambev S.A.

   Not applicableIndicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.15,662,925,973 common shares, without par valueIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.xYes ̈No


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If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ̈YesxNoIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.xYes ̈NoIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filerx

   Accelerated filer ̈

   Non-accelerated filer ̈Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:U.S. GAAP ̈

   International Financial Reporting Standards as issued by the International Accounting Standards Boardx

   Other ̈If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.N/A ̈Item 17 ̈Item 18If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ̈YesxNo


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TABLE OF CONTENTSPageINTRODUCTION

   iPRESENTATION OF FINANCIAL INFORMATION

   iCURRENCY TRANSLATION

   iTRADEMARKS

   iCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

   iiPART I

   

   1ITEM 1.

   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

   1ITEM 2.

   OFFER STATISTICS AND EXPECTED TIMETABLE

   2ITEM 3.

   KEY INFORMATION

   3ITEM 4.

   INFORMATION ON THE COMPANY

   23ITEM 4A.

   UNRESOLVED STAFF COMMENTS

   46ITEM 5.

   OPERATING AND FINANCIAL REVIEW AND PROSPECTS

   47ITEM 6.

   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

   70ITEM 7.

   MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

   84ITEM 8.

   FINANCIAL INFORMATION

   94ITEM 9.

   THE OFFER AND LISTING

   103ITEM 10.

   ADDITIONAL INFORMATION

   109ITEM 11.

   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   131ITEM 12.

   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

   137PART II

   

   139ITEM 13.

   DEFAULT, DIVIDENDS ARREARAGES AND DELINQUENCIES

   139ITEM 14.

   MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

   140ITEM 15.

   CONTROLS AND PROCEDURES

   141ITEM 15T.

   CONTROLS AND PROCEDURES

   143ITEM 16A.

   AUDIT COMMITTEE FINANCIAL EXPERT

   144ITEM 16B.

   CODE OF BUSINESS CONDUCT

   145ITEM 16C.

   PRINCIPAL ACCOUNTANT FEES AND SERVICES

   146ITEM 16D.

   EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

   147ITEM 16E.

   PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

   148ITEM 16F.

   CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

   150ITEM 16G.

   CORPORATE GOVERNANCE

   151ITEM 16H.

   MINE SAFETY DISCLOSURE

   152PART III

   

   153ITEM 17.

   FINANCIAL STATEMENTS

   153ITEM 18.

   FINANCIAL STATEMENTS

   154ITEM 19.

   EXHIBITS

   155


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 INTRODUCTION This annual report on Form 20-F relates to the registered American Depositary Shares, or ADSs, of Ambev S.A., or Ambev, evidenced by American Depositary Receipts, or ADRs, each representing one common share, no par value, of Ambev. In this annual report, except as otherwise indicated or as the context otherwise requires, the “Company”, “Ambev”, “we”, “us” and “our” refers to Ambev S.A. and its subsidiaries and, unless the context otherwise requires, the predecessor companies that have been merged out of existence with and into it.  All references to “Old Ambev” refer to Companhia de Bebidas das Américas – Ambev, our former subsidiary that had common and preferred shares listed on the São Paulo Stock, Commodities and Futures Exchange (BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros), or theBM&FBOVESPA, and common and preferred ADSs listed on the New York Stock Exchange, or the NYSE, and that was merged out of existence with and into us in January 2014.  All references to CSD & NANC are to Carbonated Soft Drinks and Non-Alcoholic and Non-Carbonated Soft Drinks.  All references to “Brazil” are to the Federative Republic of Brazil, unless the context otherwise requires.  All references to the “Brazilian government” are to the federal government of Brazil.  All references to percent ownership interests in Ambev do not take into account treasury shares. PRESENTATION OF FINANCIAL INFORMATION We prepare our audited consolidated financial statements in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or the IASB.  The financial information and related discussion and analysis contained in this annual report on Form 20-F are presented inreais, except as otherwise specified. Unless otherwise specified, the financial information analysis in this annual report on Form 20-F is based on our consolidated financial statements as of December 31, 2013, 2012 and 2011 and for the three years ended December 31, 2013, included elsewhere in this document.  Percentages and some amounts in this annual report on Form 20-F have been rounded for ease of presentation.  Any discrepancies between totals and the sums of the amounts listed are due to rounding. CURRENCY TRANSLATION In this annual report, references to “real”, “reais” or “R$” are to the legal currency of Brazil, references to “U.S. dollar” or “US$” are to the official currency of the United States and references to “Canadian dollar” or “C$” are to the legal currency of Canada. We maintain our books and records inreais.  However, solely for the convenience of the reader, we have translated certain amounts included in this annual report fromreaisinto U.S. dollars using the selling rate as reported by the Central Bank of Brazil (Banco Central do Brasil), or the Central Bank, as of December 31, 2013 of R$2.343 to US$1.00 or, where expressly indicated, at an average exchange rate prevailing during a certain period.  We have also translated some amounts from U.S. dollars and Canadian dollars intoreais.  All such currency translations should not be considered representations that any such amounts represent, or could have been, or could be, converted into, U.S. or Canadian dollars orreaisat that or at any other exchange rate.  See “Item 3. Key Information—A. Selected Financial Data—Exchange Rate Information—Exchange Controls” for more detailed information regarding the translation ofreaisinto U.S. dollars. TRADEMARKS This annual report includes the names of our products which constitute trademarks or trade names which we own or which are owned by others and are licensed to us for our use.This annual report also contains other brand names, trade names, trademarks or service marks of other companies, and these brand names, trade names, trademarks or service marks are the property of those other companies.  i


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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION Some of the information contained in this annual report may constitute forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act.  We have based these forward-looking statements largely on our current expectations and projections about future events, industry and financial trends affecting our business. Many of these forward-looking statements can be identified by the use of forward-looking words such as “anticipate,” “project,” “may,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate,” “potential,” among others.  These statements appear in a number of places in this annual report and include, but are not limited to, statements regarding our intent, belief or current expectations.  Forward-looking statements are subject to certain risks and uncertainties that are outside our control and are difficult to predict.  These risks and uncertainties could cause actual results to differ materially from those suggested by forward-looking statements.  Factors that could cause actual results to differ materially from those contemplated by forward‐looking statements include, among others: ·greater than expected costs (including taxes) and expenses; ·the risk of unexpected consequences resulting from acquisitions, joint ventures, strategic alliances, corporate reorganizations or divestiture plans, and our ability to successfully and cost-effectively implement these transactions and integrate the operations of businesses or other assets that we acquire; ·our expectations with respect to expansion plans, projected asset divestitures, premium growth, accretion to reported earnings, working capital improvements and investment income or cash flow projections; ·lower than expected revenue; ·greater than expected customer losses and business disruptions; ·limitations on our ability to contain costs and expenses; ·local, regional, national and international economic conditions, including the risks of a global recession or a recession in one or more of our key markets, and the impact they may have on us and our customers and our assessment of that impact; ·the monetary and interest rate policies of central banks; ·continued availability of financing; ·market risks, such as interest rate risk, foreign exchange rate risk, commodity risk, asset price risk, equity market risk, inflation or deflation; ·our ability to continue to introduce competitive new products and services on a timely, cost-effective basis; ·the effects of competition and consolidation in the markets in which we operate, which may be influenced by regulation, deregulation or enforcement policies; ·changes in pricing environments and volatility in commodity prices; ii


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·regional or general changes in asset valuations; ·changes in consumer spending; ·the outcome of pending and future litigation and governmental proceedings and investigations; ·changes in government policies; ·changes in applicable laws, regulations and taxes in jurisdictions in which we operate including the laws and regulations governing our operations, as well as actions or decisions of courts and regulators; ·natural and other disasters; ·any inability to economically hedge certain risks; ·inadequate impairment provisions and loss reserves; ·technological changes; ·our success in managing the risks involved in the foregoing; ·governmental intervention, resulting in changes to the economic, tax or regulatory environment in Brazil or other countries in which we operate; ·the declaration or payment of dividends; ·the utilization of Ambev’s subsidiaries’ income tax loss carry forwards; and ·other factors or trends affecting our financial condition or results of operations, including those factors identified or discussed under “Item 3. Key Information—D. Risk Factors.” We caution you that forward-looking statements are not guarantees of future performance and involve risks and uncertainties.  Forward-looking statements reflect only our current expectations and are based on our management’s beliefs and assumptions and on information currently available to our management.  Actual results may differ materially from those in forward-looking statements as a result of various factors, including, without limitation, those identified under “Item 3. Key Information—D. Risk Factors” in this annual report.  As a result, investors are cautioned not to place undue reliance on forward-looking statements contained in this annual report when making an investment decision. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events. Investors should consider these cautionary statements together with any written or oral forward-looking statements that we may issue in the future.  iii


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PART I ITEM 1.                IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not Applicable.  1


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ITEM 2.                OFFER STATISTICS AND EXPECTED TIMETABLE Not Applicable.  2


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ITEM 3.                KEY INFORMATION A.            Selected Financial Data The following financial information of Ambev is only a summary and should be read in conjunction with, and is qualified in its entirety by reference to, our audited consolidated financial statements and related notes which are included elsewhere in this annual report on Form 20-F. The tables below represent the selected consolidated income statement data for the years ended December 31, 2013, 2012, 2011 and 2010 and selected consolidated balance sheet data for the years ended December 31, 2013, 2012 and 2011 that were prepared in accordance with IFRS. As a preliminary step to the stock swap merger of Old Ambev with Ambev S.A., the filer of this annual report (see “Item 4. Information on the Company—A. History and Development of the Company—Stock Swap Merger of Old Ambev with Ambev S.A.”), our indirect controlling shareholder, Anheuser-Busch InBev N.V./S.A., or ABI, contributed its indirectly held Old Ambev common and preferred shares to Ambev S.A. in June 2013.  Prior to such contribution, Ambev S.A. did not conduct any operating activities and had served as a vehicle for ABI to hold a 0.5% interest in Old Ambev’s capital stock.  As a result, until such share contribution the results of operations and consolidated financial position of our business operations had been reflected in the consolidated financial statements of Old Ambev.  Therefore, for disclosure purposes in connection with the registration statement on Form F-4 filed with the SEC in 2013 in connection with the above stock swap merger, historical selected financial data for Ambev S.A. capturing the results of operations and consolidated financial position of our business operations (which until then had been under Old Ambev) was prepared retrospectively only as from January 1, 2010.  The equivalent financial information for the year ended December 31, 2009 and as of December 31 2010 and 2009 was omitted from that registration statement and this annual report, as it was neither readily available and nor would it have been possible to prepare it without unreasonable effort or expense, given significant changes in our accounting department personnel and system changes in subsequent periods. Selected Consolidated Income Statement Data Year Ended December 31,2013

   2012

   2011

   2010(1)(in R$ million)Net sales

   34,791.4

   32,231.0

   27,126.7

   25,233.3Cost of sales

   (11,397.8)

   (10,459.8)

   (8,998.5)

   (8,682.2)Gross profit

   23,393.6

   21,771.2

   18,128.2

   16,551.1Sales and marketing expenses

   (8,025.8)

   (7,350.9)

   (6,254.1)

   (6,038.3)Administrative expenses

   (1,736.4)

   (1,603.5)

   (1,237.3)

   (1,204.5)Other operating income/(expense)

   1,761.5

   863.4

   783.2

   624.7Income from operations before special items

   15,392.9

   13,680.2

   11,420.0

   9,933.0Special items

   (29.2)

   (50.4)

   23.1

   (150.8)Income from operations

   15,363.7

   13,629.8

   11,443.1

   9,782.2Net finance cost

   (1,563.4)

   (889.6)

   (521.7)

   (317.8)Share of results of associates

   11.4

   0.5

   0.5

   0.2Income tax expense

   (2,457.6)

   (2,320.1)

   (2,443.1)

   (2,004.4)Net Income

   11,354.1

   10,420.6

   8,478.8

   7,460.2Attributable to:Equity holders of Ambev

   9,535.0

   6,327.3

   5,146.4

   4,516.5Non-controlling interests

   1,819.1

   4,093.3

   3,332.4

   2,943.7
  (1)   We have adopted IAS 19R (Employee Benefits) on January 1, 2013, and applied it retrospectively to January 1, 2011.  We did not restate the selected financial data for the year ending December 31, 2010 to reflect the adoption of IAS 19R, as such effect was not considered to be material.  3


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Earnings per Share and Dividend per Share Year Ended December 31,2013

   2012

   2011Earnings per common share and per ADS(1):

   (in R$, unless otherwise indicated)- Basic

   0.75

   0.65

   0.53- Diluted

   0.74

   0.64

   0.52Dividends and interest on shareholders’ equity per share and per ADS (weighted average)(2):- Basic (R$)

   0.57

   0.58

   0.57- Basic (US$)

   0.24

   0.28

   0.30Weighted average number of shares (million shares)(3)- Basic

   12,678

   9,694

   9,694- Diluted

   12,824

   9,840

   9,833
  (1)   Earnings per share are calculated dividing the net income by the weighted average number of Ambev common shares outstanding during the periods. Diluted earnings per share is calculated by adjusting the weighted average number of shares outstanding to assume conversion of all potentially dilutive shares comprising the net income attributable to equity holders of Ambev and the weighted average number of shares outstanding during the year.  Basic earnings per share is calculated based on net income attributable to equity holders of Ambev. (2)   Dividend and interest on shareholders’ equity per share information was calculated based on the amount paid during the year net of withholding tax. (3)   Ambev S.A. had 9,694 million common shares outstanding immediately after ABI’s contribution of its Old Ambev common and preferred shares to Ambev S.A. in June 2013.  These 9,694 million Ambev S.A common shares were reflected retrospectively in 2012 and 2011 as being outstanding both for purposes of the basic and diluted earnings per share figures shown in this table.  Later in 2013, Ambev S.A. issued another 5,969 million common shares in connection with the consummation of Old Ambev’s stock swap merger with Ambev S.A.  The Ambev S.A. common shares issued in connection with the referred stock swap merger were considered from their issuance date and, therefore, represented only an additional 2,984 million common shares for purposes of calculating the weighted average number of Ambev S.A. common shares for 2013. Selected Consolidated Balance Sheet Data As at December 31,2013

   2012

   2011(in R$ million)Non-current assets

   48,204.1

   45,527.0

   39,080.2Property, plant and equipment

   13,937.8

   12,351.3

   10,375.5Goodwill

   27,021.1

   26,645.2

   23,814.2Intangible assets

   3,213.6

   2,936.1

   1,912.8Deferred tax assets

   1,646.5

   1,428.2

   1,447.1Trade and other receivables

   2,260.2

   1,855.0

   1,232.0Other

   124.9

   311.2

   298.6Current assets

   20,470.0

   16,305.9

   14,747.2Inventories

   2,795.5

   2,466.3

   2,238.5Trade and other receivables

   5,443.7

   4,268.0

   3,875.3Cash and cash equivalents

   11,285.8

   8,974.3

   8,145.7Other

   945.0

   597.3

   487.7Total assets

   68,674.1

   61,832.9

   53,827.4Shareholders’ equity

   43,997.4

   37,269.1

   33,125.3Equity attributable to equity holders of Ambev.

   42,838.8

   25,206.7

   23,088.1Non-controlling interests

   1,158.6

   12,062.4

   10,037.2Non-current liabilities

   7,496.1

   9,036.7

   6,280.1Interest-bearing loans and borrowings

   1,853.5

   2,306.0

   1,890.2Employee benefits

   1,558.3

   1,780.9

   1,602.9Deferred tax liabilities

   2,095.7

   1,367.7

   1,112.0Trade and other payables

   1,556.9

   3,064.0

   1,196.6Provisions

   431.7

   518.1

   478.4Current liabilities

   17,180.6

   15,527.1

   14,422.0Interest-bearing loans and borrowings

   1,040.6

   837.8

   2,212.1Trade and other payables

   15,107.5

   13,579.3

   11,302.1Provisions

   145.0

   137.5

   101.6Other

   887.5

   972.5

   806.2Total shareholders’ equity and liabilities

   68,674.1

   61,832.9

   53,827.4
 4


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Other Data As at and for the Year Ended December 31,2013

   2012

   2011

   2010Other Financial Data:

   (in R$ million, except for operating data)Net working capital(1)

   3,289.4

   778.8

   325.2

   N/ACash dividends and interest on shareholders’ equity paid

   7,209.4

   5,607.7

   5,491.1

   5,005.4Depreciation and amortization(2)

   2,092.1

   1,939.9

   1,662.1

   1,805.6Capital expenditures(3)

   3,800.8

   3,014.0

   3,200.2

   2,286.8Operating cash flows - generated(4)

   15,245.9

   14,263.2

   12,668.2

   10,020.9Investing cash flows - used(4)

   (3,802.0)

   (5,717.2)

   (186.9)

   (3,174.3)Financing cash flows - used(4)

   (9,385.2)

   (7,809.9)

   (10,667.7)

   (4,836.2)Other Operating Data:Total production capacity - Beer – million hl(5)

   194.5

   192.6

   176.5

   163.3Total production capacity - CSD & NANC - million hl(5)

   85.9

   87.0

   86.2

   83.7Total beer volume sold - million hl(6)

   118.8

   122.5

   118.7

   119.2Total CSD & NANC volume sold - million hl(6)

   46.4

   47.4

   46.3

   46.0Number of employees(7)

   52,964

   51,299

   46,503

   44,924
  (1)   Represents total current assets less total current liabilities. (2)   Includes depreciation of property, plant and equipment, amortization of intangible assets and impairment losses related to these assets. (3)   Represents cash expenditures for property, plant, equipment and intangible assets. (4)   Operating, investing and financing cash flow data is derived from our consolidated cash flow statements contained in our audited consolidated financial statements. (5)   Represents our available production capacity at year-end; capacity can vary from year to year depending on mix; “hl” is the abbreviation for hectoliters. (6)   Represents our full-year volumes. (7)   Includes all our production- and non-production-related employees. Exchange Rate Information Since 1999, the Central Bank has allowed thereal/U.S. dollar exchange rate to float freely, and during that period, thereal/U.S. dollar exchange rate has fluctuated considerably.  In the past, the Central Bank has intervened occasionally to control unstable movements in foreign exchange rates.  We cannot predict whether the Central Bank or the Brazilian federal government will continue to let therealfloat freely or will intervene in the exchange rate market through a currency band system or otherwise.  Therealmay depreciate or appreciate against the U.S. dollar substantially in the future.  See “—D. Risk Factors—Risks Relating to Brazil and Other Countries in Which We Operate.” Since March 2005, all foreign exchange transactions in Brazil started to be carried out through institutions authorized to operate in the consolidated market and are subject to registration with the electronic registration system of the Central Bank.  Foreign exchange rates continue to be freely negotiated, but may be influenced by Central Bank intervention. 5


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The following table sets forth the selling exchange rate, expressed inreaisper U.S. dollar, for the periods indicated.  The information in the “Average” column represents the average of the exchange rates on the last day of each month during the periods presented. Reaisper U.S. DollarYear

   High

   Low

   Average

   Period End2009

   2.422

   1.702

   1.994

   1.7412010

   1.881

   1.655

   1.756

   1.6662011

   1.902

   1.535

   1.677

   1.8762012

   2.112

   1.702

   1.955

   2.0442013

   2.446

   1.953

   2.174

   2.343
  Source:  Central Bank. Reaisper U.S. DollarMonth

   High

   LowSeptember 2013

   2.390

   2.203October 2013

   2.212

   2.161November 2013

   2.336

   2.243December 2013

   2.382

   2.310January 2014

   2.440

   2.334February 2014

   2.424

   2.333March 2014 (until March 20)

   2.365

   2.309
  Source:  Central Bank. We pay cash dividends and make other cash distributions inreais.  Accordingly, exchange rate fluctuations may affect the U.S. dollar amounts received by the holders of ADSs on conversion by the depositary of such distributions into U.S. dollars for payment to holders of ADSs.  Fluctuations in the exchange rate between therealand the U.S. dollar may also affect the U.S. dollar equivalent ofrealprice of our shares on the BM&FBOVESPA.  For further information on this matter see “—D. Risk Factors—Risks Relating to Our Common Shares and ADSs.” Exchange Controls There are no restrictions on ownership of the ADSs or the preferred shares or common shares by individuals or legal entities domiciled outside Brazil.  However, the right to convert dividend payments, interest on shareholders’ equity payments and proceeds from the sale of preferred shares or common shares into foreign currency and to remit such amounts outside Brazil is subject to exchange control restrictions and foreign investment legislation which generally requires, among other things, that relevant investments be registered with the Central Bank and theComissão de Valores Mobiliários(Securities Commission), or the CVM. Restrictions on the remittance of foreign capital abroad could hinder or prevent Banco Bradesco S.A., the custodian of Ambev’s ADS program, or the custodian, or holders who have exchanged Ambev’s ADSs for shares of Ambev, from converting dividend distributions, interest on shareholders’ equity or the proceeds from any sale of shares of Ambev into U.S. dollars and remitting such U.S. dollars abroad.  Holders of Ambev ADSs could be adversely affected by delays in or refusal to grant any required governmental approval for conversions ofrealpayments and remittances abroad. Under Brazilian law relating to foreign investment in the Brazilian capital markets, or the Foreign Investment Regulations, foreign investors registered with CVM, and acting through authorized custodial accounts managed by local agents may buy and sell shares on Brazilian stock exchanges without obtaining separate certificates of registration for each transaction.  Foreign investors may register their investment under Law No. 4,131/62, as amended, or Law No. 4,131, or Resolution No. 2,689/00, as amended, or Resolution No. 2,689, of theConselho Monetário Nacional(National Monetary Council), or the CMN. 6


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Law No. 4,131 is the main legislation concerning foreign capital and direct equity investments in Brazilian companies and it is applicable to any amount that enters the country in the form of foreign currency, goods and services.  Except for registration of the capital inflow/outflow with the Central Bank, non-resident investors directly investing in equity of Brazilian companies do not need any specific authorization to make such investments. Under Resolution No. 2,689, foreign investors may invest in almost all financial assets and engage in almost all transactions available in the Brazilian financial and capital markets, provided that certain requirements are fulfilled.  In accordance with Resolution No. 2,689, the definition of a foreign investor includes individuals, legal entities, mutual funds and other collective investment entities, domiciled or headquartered abroad. In order to become a Resolution No. 2,689 investor, a foreign investor must: ·appoint at least one representative in Brazil, with powers to perform actions relating to its investment; ·appoint an authorized custodian in Brazil for its investments, which must be a financial institution or entity duly authorized by the Central Bank or CVM; ·complete the appropriate foreign investor registration form; ·register as a foreign investor with the CVM; and ·register its foreign investment with the Central Bank. In addition, an investor operating under the provisions of Resolution No. 2,689 must be registered with theSecretaria da Receita Federal(the Brazilian Internal Revenue Service), or the RFB, pursuant to RFB Normative Instruction No. 1,183 of August 19, 2011, as amended, and RFB Normative Instruction No. 1,042 of June 10, 2010, as amended. Pursuant to the registration obtained by Ambev with the Central Bank in the name of The Bank of New York, as depositary for the ADS programs of Ambev, or the Depositary, with respect to the ADSs to be maintained by the custodian on behalf of the Depositary, the custodian and the Depositary will be able to convert dividends and other distributions with respect to the Ambev shares represented by ADSs into foreign currency and remit the proceeds outside Brazil.  In the event that a holder of ADSs exchanges such ADSs for Ambev shares, such holder will be entitled to continue to rely on the Depositary’s registration for only five business days after such exchange.  After that, such holder must seek to obtain its own registration pursuant to Law No. 4,131 or Resolution No. 2,689.  Thereafter, unless any such holder has registered its investment with the Central Bank, such holder may not convert into foreign currency and remit outside Brazil the proceeds from the disposition of, or distributions with respect to, such Ambev shares. Under current legislation, the Brazilian government may impose temporary restrictions on remittances of foreign capital abroad in the event of a serious imbalance or an anticipated serious imbalance of Brazil’s balance of payments.  For approximately six months in 1989 and early 1990, the Brazilian government froze all dividend and capital repatriations held by the Central Bank that were owed to foreign equity investors in order to conserve Brazil’s foreign currency reserves.  These amounts were subsequently released in accordance with Brazilian government directives.  We cannot assure you that the Brazilian government will not impose similar restrictions on foreign repatriations in the future.  See “—D. Risk Factors—Risks Relating to Brazil and Other Countries in Which We Operate” and “—D. Risk Factors—Risks Relating to Our Common Shares and ADSs.” B.            Capitalization and Indebtedness Not applicable. 7


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C.            Reasons for the Offer and Use of Proceeds Not applicable. D.            Risk Factors Before making an investment decision, you should consider all of the information set forth in this annual report.  In particular, you should consider the special features applicable to an investment in Brazil and applicable to an investment in Ambev, including those set forth below.  In general, investing in the securities of issuers in emerging market countries, such as Brazil, involves a higher degree of risk than investing in the securities of issuers in the United States. Risks Relating to Brazil and Other Countries in Which We Operate Economic uncertainty and volatility in Brazil may adversely affect our business. Our most significant market is Brazil, which has periodically experienced extremely high rates of inflation.  Inflation, along with governmental measures to fight inflation and public speculation about possible future measures, has had significant negative effects on the Brazilian economy.  The annual rates of inflation, as measured by theÍndice Nacional de Preços ao Consumidor(National Consumer Price Index), reached a hyper-inflationary peak of 2,489.1% in 1993.  Brazilian inflation, as measured by the same index, was 4.1% in 2009, 6.5% in 2010, 6.1% in 2011, 6.2% in 2012, and 5.6% in 2013.  Brazil may experience high levels of inflation in the future.  There can be no assurance that recent lower levels of inflation will continue.  Future governmental actions, including actions to adjust the value of thereal, may trigger increases in inflation.  We cannot assure you that inflation will not affect our business in the future.  In addition, any Brazilian government’s actions to maintain economic stability, as well as public speculation about possible future actions, may contribute significantly to economic uncertainty in Brazil and may heighten volatility in the Brazilian securities markets and securities issued abroad by Brazilian issuers.  It is also difficult to assess the impact that turmoil in the credit markets will have in the Brazilian economy, and as a result on our future operations and financial results. The Brazilian currency has devalued frequently, including during the last two decades.  Throughout this period, the Brazilian government has implemented various economic plans and utilized a number of exchange rate policies, including sudden devaluations and periodic mini-devaluations, during which the frequency of adjustments has ranged from daily to monthly, floating exchange rate systems, exchange controls and dual exchange rate markets.  There have been significant fluctuations in the exchange rates between Brazilian currency and the U.S. dollar and other currencies.  For example, in 2009, therealappreciated by 34.2%, resulting in an exchange rate of R$1.741 per US$1.00 as of December 31, 2009.  In 2010, therealfurther appreciated by 4.5% resulting in an exchange rate of R$1.666 per US$1.00 as of December 31, 2010.  In 2011, therealdepreciated by 12.5% resulting in an exchange rate of R$1.876 per U.S. $1.00 as of December 31, 2011.  In 2012, therealfurther depreciated by 8.9% resulting in an exchange rate of R$2.044 per U.S. $1.00 as of December 31, 2012.  In 2013, therealcontinued to depreciate resulting in an exchange rate of R$2.343 per U.S. $1.00 as of December 31, 2013, a 14.6% depreciation in that year. Devaluation of therealrelative to the U.S. dollar may create additional inflationary pressures in Brazil by generally increasing the price of imported products and requiring recessionary governmental policies to curb aggregate demand.  On the other hand, further appreciation of therealagainst the U.S. dollar may lead to a deterioration of the current account and the balance of payments, as well as dampen export-driven growth.  The potential impact of the floating exchange rate and measures of the Brazilian government aimed at stabilizing therealis uncertain.  In addition, a substantial increase in inflation may weaken investor confidence in Brazil, impacting our ability to finance our operations through the international capital markets. Devaluation of therealrelative to the U.S. dollar may adversely affect our financial performance. Most of our sales are inreais; however, a significant portion of our debt is denominated in or indexed to U.S. dollars.  In addition, a significant portion of our cost of sales, in particular those related to packaging such ascans and bottles made of polyethylene terephthalate, or PET, as well as sugar, hops and malt are also denominated in or linked to U.S. dollars.  Therefore, any devaluation of therealmay increase our financial expenses and operating costs and could affect our ability to meet our foreign currency obligations.  Although our current policy is to hedge substantially all of our U.S. dollar-denominated debt and cost of sales against changes in foreign exchange rates, we cannot assure you that such hedging will be possible or available at reasonable costs at all times in the future. 8


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Volatility in commodities prices may adversely affect our financial performance. A significant portion of our cost of sales is comprised of commodities such as aluminum, sugar, corn, wheat and PET bottles, the prices of which fluctuated significantly in 2013.  An increase in commodities prices directly affects our consolidated operating costs.  Although our current policy is to mitigate our exposure risks to commodity prices whenever financial instruments are available, we cannot assure that such hedging will be possible or available at reasonable costs at all times in the future. Set forth below is a table showing the volatility in prices of the principal commodities we purchase: Commodity

   High Price

   Low Price

   Avgerage in 2013

   FluctuationAluminum (US$/ton)

   2,222.00

   1,833.50

   1,957.01

   21.2%Sugar (US$ cents/pounds)

   20.70

   16.87

   18.55

   22.7%Corn (US$ cents/bushel)

   599.75

   443.00

   522.30

   35.4%Wheat (US$ cents/bushel)

   826.75

   636.00

   715.36

   30.0%PET (US$/ton)

   1,884.00

   1,454.00

   1,656.42

   29.6%
 Increases in taxes levied on beverage products in Brazil and unfair competition arising from tax evasion may adversely affect our results and profitability. Increases in Brazil’s already high levels of taxation could adversely affect our profitability.  Increases in taxes on beverage products usually result in higher beverage prices for consumers.  Higher beverage prices generally result in lower levels of consumption and, therefore, lower net sales.  Lower net sales result in lower margins because some of our costs are fixed and thus do not vary significantly based on the level of production.  We cannot assure you that the Brazilian government will not increase current tax levels, at both state and/or federal levels, and that this will not impact our business. In recent years, taxes on the beverage industry were increased at the Brazilian federal and state levels.  Federal taxes were increased in October 2012 based on price-to-consumer researches.  In addition, in April 2013 an aggregate increase of two percentange points was approved to the rates of the following federal taxes as applicable to beer: (1) the Excise Tax (Imposto sobre Produtos Industrializados), or the IPI Excise Tax, (2) the Social Integration Program Contribution (Programa de Integração Social), or the PIS Contribution, and (3) the Social Security Funding Contribution (Contribuição para Financiamento da Seguridade Social), or the COFINS.  Moreover, in 2013 the following five Brazilian states increased their rates for the State Value-Added Tax on the Distribution of Goods and Services (Imposto sobre Circulação de Mercadorias e Serviços), or the ICMS Value-Added Tax, applicable to beer: Minas Gerais, Sergipe, Amazonas, Mato Grosso and the Federal District.  In addition, in January 2014, the state government of Bahia increased the ICMS Value-Added Tax rate applicable to beer.  No assurance can be given that the Brazilian government, at both state and/or federal levels, will not consider further tax increases on beverages in the future. In addition, the Brazilian beverage industry experiences unfair competition arising from tax evasion, which is primarily due to the high level of taxes on beverage products in Brazil.  An increase in taxes may lead to an increase in tax evasion, which could result in unfair pricing practices in the industry.  The federal government issued regulations requiring the mandatory installation of production (volume) control systems, known as “SICOBE”, in all Brazilian beer and carbonated soft drinks, or CSD, factories in order to assist governments to fight tax evasion in the beverage industry.  The installation of this equipment in the production lines has been completed and it covers more than 98% of our total volume.  The objective of reducing tax evasion is being achieved for federal taxes.  State governments have started using data from the SICOBE in order to identify potential state tax evasion; however this procedure is being still implemented by states and only a few sanctions have been issued to date.  9


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The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy; Brazilian economic and political conditions have a direct impact on our business. The Brazilian economy has been characterized by significant involvement on the part of the Brazilian government, which often changes monetary, credit and other policies to influence Brazil’s economy.  The Brazilian government’s actions to control inflation and affect other policies have often involved wage and price controls, the Central Bank’s base interest rates, as well as other measures, such as the freezing of bank accounts, which occurred in 1990. Actions taken by the Brazilian government concerning the economy may have important effects on Brazilian corporations and other entities, including Ambev, and on market conditions and prices of Brazilian securities.  Our financial condition and results of operations may be adversely affected by the following factors and the Brazilian government’s response to the following factors: ·devaluations and other exchange rate movements; ·inflation; ·investments; ·exchange control policies; ·employment levels; ·social instability; ·price instability; ·energy shortages; ·water rationing; ·interest rates; ·liquidity of domestic capital and lending markets; ·tax policy; and ·other political, diplomatic, social and economic developments in or affecting Brazil. Our Latin America South operations are subject to substantial risks relating to its business and operations in Argentina and other countries in which it operates. We own 100% of the total share capital of Latin America South Investment, S.L., or LASI, the net revenues from which in 2013 corresponded to 20.3% of our consolidated results of operations.  LASI is a holding company with operating subsidiaries in Argentina and other South American countries.  As a result, LASI’s financial condition and results of operations may be adversely affected by the political instability, fluctuations in the economy and governmental actions concerning the economy of Argentina and the other countries in which its subsidiaries operate and, consequently, affect our consolidated results. For example, in the early 2000s, Argentina experienced political and economic instability.  A widespread recession occurred in 2002, including a 10.9% decrease in real GDP, high unemployment and high inflation.  In the past, the Argentine economic and social situation has rapidly deteriorated, and may quickly deteriorate in the future; we cannot assure you that the Argentine economy will not rapidly deteriorate as in the past.  Additionally, in January2014 the Argentinean peso underwent a significant devaluation, losing 18.7% of its value relative to therealin that month.  See “—Risks Relating to Our Operations—Our results of operations are affected by fluctuations in exchange rates.” 10


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The devaluation of the Argentine peso, along with inflation and deteriorating macroeconomic conditions in Argentina, could have, and may continue to have, a material adverse effect on our Latin America South operations and their results, as well as in our ability to transfer funds from and within Argentina.  If the economic or political situation in Argentina deteriorates, or if additional foreign exchange restrictions are implemented in Argentina, our liquidity and operations, and our ability to access funds from Argentina could be adversely affected. Risks Relating to Our Operations We are subject to Brazilian and other antitrust regulations. We have a substantial share of the beer market in Brazil and thus we are subject to constant monitoring by Brazilian antitrust authorities.  In addition, in connection with the 1999 business combination of Companhia Cervejaria Brahma, or Brahma, and Companhia Antarctica Paulista Indústria Brasileira de Bebidas e Conexos, or Antarctica, that shaped most of the Brazilian operations as currently conducted by us, we entered into a performance agreement with the Brazilian antitrust authorities, which required us to comply with a number of restrictions, including the divestment of certain assets.  Since July 28, 2008, we have been deemed to have complied with all those restrictions, according to Brazil’s highest antitrust authority, theConselho Administrativo de Defesa Econômica(Administrative Council for Economic Defense), or the CADE.  In addition, since such business combination, we have been involved in a number of other antitrust legal proceedings.  For further information on these matters, see “Item 8. Financial Information—A. Consolidated Financial Statements and Other Financial Information—Legal Proceedings—Antitrust Matters.”  We cannot assure you that Brazilian antitrust regulation will not affect our business in the future. Our participation in the Argentine beer market increased substantially following the acquisition of our interest in Quilmes Industrial Société Anonyme, or Quinsa.  Our operation in Argentina is subject to constant monitoring by Argentinean antitrust authorities.  We cannot assure you that Argentinean antitrust regulation will not affect our business in Argentina in the future, and therefore, impact the benefits that Ambev anticipates will be generated from this investment. We are subject to regulation on alcoholic and CSD beverages in the countries in which we operate. Our business is regulated by federal, state, provincial and local laws and regulations regarding such matters as licensing requirements, marketing practices and related matters.  We may be subject to claims that we have not complied with existing laws and regulations, which could result in fines and penalties.  Recently, the federal government as well as certain Brazilian states and municipalities in which we operate have enacted legislation restricting the hours of operations of certain points of sale, prohibiting the sale of alcoholic beverages at highway points of sale and prohibiting the sale of CSDs in schools.  In addition, the Brazilian Congress is evaluating proposed regulation imposing hygienic seals on beverage cans, as well as regulation on the consumption, sales and marketing of alcoholic beverages, including beer which, if enacted, may impose restrictions on the advertisement of alcoholic beverage products on television during specified times of the day and the hours of operation of certain points of sale, among other things.  These restrictions may adversely impact our results of operations.  For further information, see “Item 4. Information on the Company—B. Business Overview—Regulation.” In addition, there is a global trend of increasing regulatory restrictions with respect to the sale of alcoholic and CSD beverages.  Compliance with such regulatory restrictions can be costly and may affect earnings in the countries in which we operate. Our results of operations are affected by fluctuations in exchange rates. We have historically reported our consolidated results inreais.  In 2013, we derived 36.6% of our net revenues from operating companies that have functional currencies that are notreais(that is, in most cases, the localcurrency of the respective operating company).  Consequently, any change in exchange rates between our operating companies’ functional currencies andreaiswill affect our consolidated income statement and balance sheet.  Decreases in the value of our operating companies’ functional currencies againstreaiswill tend to reduce those operating companies’ contributions in terms of our financial condition and results of operations.  For example, in January 2014 the Argentinean peso underwent a significant devaluation, losing 18.7% of its value relative to therealin that month.  This recent devaluation of the Argentine peso, and further devaluations of this currency in the future, if any, will decrease the value we record in our consolidated financial statements for our net assets in Argentina given that our functional currency is the Brazilianreal.  The translation of the results of operations and cash flows of our operations in Argentina will also be impacted accordingly. 11


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In addition to currency translation risk, we incur currency transaction risks whenever one of our operating companies enters into transactions using currencies other than their respective functional currencies, including purchase or sale transactions and the issuance or incurrence of debt.  Although we have hedge policies in place to manage commodity price and foreign currency risks to mitigate our exposure to currencies other than our operating companies’ functional currencies, there can be no assurance that such policies will be able to successfully or cost-effectively hedge against the effects of such foreign exchange exposure, particularly over the long-term. If we do not successfully comply with laws and regulations designed to combat governmental corruption in countries in which we sell our products, we could become subject to fines, penalties or other regulatory sanctions and our sales and profitability could suffer. Although we are committed to conducting business in a legal and ethical manner in compliance with local and international statutory requirements and standards applicable to our business, there is a risk that our management, employees or representatives may take actions that violate applicable laws and regulations prohibiting the making of improper payments to foreign government officials for the purpose of obtaining or keeping business, including laws relating to the 1997 OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions such as the U.S. Foreign Corrupt Practices Act. In addition, on January 29, 2014 the Brazilian government enacted Law No. 12,846/13 imposing strict liability on companies for acts of corruption perpetrated by their employees, or the Brazilian Antibribery Act.  According to the Brazilian Antibribery Act, companies found guilty of bribery could face fines of up to 20% of their gross annual income for the previous year or, if gross income cannot be estimated, such fines could range from R$6 thousand to R$60 million.  Among other penalties, the Brazilian Antibribery Act also provides for the disgorgement of illegally obtained benefits, the suspension of corporate operations, asset confiscation and corporate dissolution.  The adoption of an effective compliance program may be taken into consideration by Brazilian authorities when applying a penalty under the Brazilian Antibribery Act. Therefore, if we become involved in any investigations under the Brazilian Antibribery Act and if our compliance program is not deemed sufficiently effective by Brazilian authorities, our business could be adversely affected. Competition could lead to a reduction of our margins, increase costs and adversely affect our profitability. Globally, brewers compete mainly on the basis of brand image, price, quality, distribution networks and customer service.  Consolidation has significantly increased the capital base and geographic reach of our competitors in some of the markets in which we operate, and competition is expected to increase further as the trend towards consolidation among companies in the beer industry continues. Competition may divert consumers and customers from our products.  Competition in our various markets could cause us to reduce pricing, increase capital investment, increase marketing and other expenditures, prevent us from increasing prices to recover higher costs, and thereby cause us to reduce margins or lose market share.  Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.  Innovation faces inherent risks, and the new products we introduce may not be successful. Additionally, the unfair pricing practices in some markets and the lack of transparency, or even certain illicit practices, such as tax evasion and corruption, may skew the competitive environment, with material adverse effects on our profitability or ability to operate.  12


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The ability of our foreign subsidiaries to distribute cash upstream may be subject to various conditions and limitations. Our foreign subsidiaries’ ability to distribute cash (to be used, among other things, to meet our financial obligations) through dividends, intercompany advances, management fees and other payments is, to a large extent, dependent on the availability of cash flows at the level of such foreign subsidiaries and may be restricted by applicable laws and accounting principles.  In particular, 36.6% (R$12.8 billion) of our total net revenues of R$34.8 billion in 2013 came from our foreign subsidiaries.  In addition, some of our subsidiaries are subject to laws restricting their ability to pay dividends or the amount of dividends they may pay. If we are not able to obtain sufficient cash flows from our foreign subsidiaries, this could negatively impact our business, results of operations and financial condition because the insufficient availability of cash at our holding company level may constrain us from paying all of our obligations. We rely on the reputation of our brands and damages to their reputation may have an adverse effect on our sales. Our success depends on our ability to maintain and enhance the image and reputation of our existing products and to develop a favorable image and reputation for new products.  The image and reputation of our products may be reduced in the future; concerns about product quality, even when unfounded, could tarnish the image and reputation of our products.  An event or series of events that materially damages the reputation of one or more of our brands could have an adverse effect on the value of that brand and subsequent revenues from that brand or business.  Restoring the image and reputation of our products may be costly or not possible.  Moreover, our marketing efforts are subject to restrictions on the permissible advertising style, media and messages used.  In a number of countries, for example, television is a prohibited medium for advertising alcoholic products, and in other countries, television advertising, while permitted, is carefully regulated.  Any additional restrictions in such countries, or the introduction of similar restrictions in other countries, may constrain our brand building potential and thus reduce the value of our brands and related revenues. Negative publicity focusing on our products or on the way we conduct our operations may harm our business. Media coverage and publicity generally can exert significant influence on consumer behavior and actions.  If the social acceptability of beer or soft drinks were to decline significantly, sales of our products could materially decrease.  In recent years, there has been increased public and political attention directed at the alcoholic beverage and soft drink industries.  This attention is a result of public concern over alcohol-related problems, including drunk driving, underage drinking and health consequences resulting from the misuse of beer (for example, alcoholism), as well as soft-drink related problems, including health consequences resulting from the excessive consumption of soft drinks (for example, obesity).  Negative publicity regarding alcohol or soft drink consumption, publication of studies that indicate a significant health risk from consumption of alcohol or soft drinks, or changes in consumer perceptions in relation to alcohol or soft drinks generally could adversely affect the sale and consumption of our products and could harm our business, results of operations, cash flows or financial condition as consumers and customers change their purchasing patterns. Key brand names are used by us, our subsidiaries, associates and joint ventures, and licensed to third-party brewers.  To the extent that we, one of our subsidiaries, associates, joint ventures or licensees are subject to negative publicity, and the negative publicity causes consumers and customers to change their purchasing patterns, it could have a material adverse effect on our business, results of operations, cash flows or financial condition.  As we continue to expand our operations into emerging and growth markets, there is a greater risk that we may be subject to negative publicity, in particular in relation to labor rights and local work conditions.  Negative publicity that materially damages the reputation of one or more of our brands could have an adverse effect on the value of that brand and subsequent revenues from that brand or business, which could adversely impact our business, results of operations, cash flows and financial condition.   13




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Demand for our products may be adversely affected by changes in consumer preferences and tastes. We depend on our ability to satisfy consumer preferences and tastes.  Consumer preferences and tastes can change in unpredictable ways due to a variety of factors, such as changes in demographics, consumer health concerns regarding obesity, product attributes and ingredients, changes in travel, vacation or leisure activity patterns, weather, negative publicity resulting from regulatory action or litigation against us or comparable companies or a downturn in economic conditions.  Consumers also may begin to prefer the products of competitors or may generally reduce their demand for products of our business segment.   Failure by us to anticipate or respond adequately to changes in consumer preferences and tastes could adversely impact our business, results of operations and financial condition. Seasonal consumption cycles and adverse weather conditions may result in fluctuations in demand for our products. Seasonal consumption cycles and adverse weather conditions in the markets in which we operate may have an impact on our operations.  This is particularly true in the summer months, when unseasonably cool or wet weather can affect sales volumes. If any of our products is defective or found to contain contaminants, we may be subject to product recalls or other liabilities. We take precautions to ensure that our beverage products are free from contaminants and that our packaging materials (such as bottles, crowns, cans and other containers) are free from defects.  Such precautions include quality‐control programs for primary materials, the production process and our final products.  We have established procedures to correct problems detected. In the event that contamination or a defect does occur in the future, it may lead to business interruptions, product recalls or liability, each of which could have an adverse effect on our business, reputation, prospects, financial condition and results of operations. Although we maintain insurance policies against certain product liability (but not product recall) risks, we may not be able to enforce our rights in respect of these policies, and, in the event that a defect occurs, any amounts that we recover may not be sufficient to offset any damage we may suffer, which could adversely impact our business, results of operations and financial condition. We may not be able to protect our intellectual property rights. Our future success depends significantly on our ability to protect our current and future brands and products and to defend our intellectual property rights, including trademarks, patents, domain names, trade secrets and know-how.  We have been granted numerous trademark registrations covering our brands and products and have filed, and expect to continue to file, trademark and patent applications seeking to protect newly developed brands and products.  We cannot be sure that trademark and patent registrations will be issued with respect to any of our applications.  There is also a risk that we could, by omission, fail to renew a trademark or patent on a timely basis or that our competitors will challenge, invalidate or circumvent any existing or future trademarks and patents issued to, or licensed by, us. Although we have put in place appropriate actions to protect our portfolio of intellectual property rights (including trademark registration and domain names), we cannot be certain that the steps we have taken will be sufficient or that third parties will not infringe upon or misappropriate proprietary rights.  If we are unable to protect our proprietary rights against infringement or misappropriation, it could have a material adverse effect on our business, results of operations, cash flows or financial condition, and in particular, on our ability to develop our business.  14


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We rely on key third parties, including key suppliers, and the termination or modification of the arrangements with such third parties could negatively affect our business. We rely on key third‐party suppliers, including third‐party suppliers for a range of raw materials for beer and soft drinks, and for packaging material, including aluminum cans, glass, kegs and PET bottles.  We seek to limit our exposure to market fluctuations in these supplies by entering into medium‐ and long-term fixed‐price arrangements.  We have a limited number of suppliers of aluminum cans, glass and PET bottles.  Consolidation of the aluminum can industry, glass and PET bottle industry in certain markets in which we operate has reduced local supply alternatives and increased the risk of disruption to aluminum can, glass and PET bottle supplies.  Although we generally have other suppliers of raw materials and packaging materials, the termination of or material change to arrangements with certain key suppliers, disagreements with suppliers as to payment or other terms, or the failure of a key supplier to meet our contractual obligations or otherwise deliver materials consistent with current usage would or may require us to make purchases from alternative suppliers, in each case at potentially higher prices than those agreed with this supplier, and this could have a material impact on our production, distribution and sale of beer and have a material adverse effect on our business, results of operations, cash flows or financial condition. For certain packaging supplies, raw materials and commodities, we rely on a small number of important suppliers.  If these suppliers became unable to continue to meet our requirements, and we are unable to develop alternative sources of supply, our operations and financial results could be adversely affected. We are exposed to the risk of litigation. We are now and may in the future be party to legal proceedings and claims (including labor, tax and alcohol-related claims) and significant damages may be asserted against us.  See “Item 8. Financial Information—A. Consolidated Financial Statements and Other Financial Information—Legal Proceedings” and note 30 to our audited consolidated financial statements as of and for December 31, 2013, included elsewhere in this annual report, for a description of our material litigation contingencies.  Given the inherent uncertainty of litigation, it is possible that we might incur liabilities as a consequence of the proceedings and claims brought against us, including those that are not currently believed by us to present a reasonably possible chance of loss to us. We may not be able to recruit or retain key personnel. In order to develop, support and market our products, we must hire and retain skilled employees with particular expertise.  The implementation of our strategic business plans could be undermined by a failure to recruit or retain key personnel or the unexpected loss of senior employees, including in acquired companies.  We face various challenges inherent in the management of a large number of employees over diverse geographical regions.  Key employees may choose to leave their employment for a variety of reasons, including reasons beyond our control.  The impact of the departure of key employees cannot be determined and may depend on, among other things, our ability to recruit other individuals of similar experience and skill at an equivalent cost.  It is not certain that we will be able to attract or retain key employees and successfully manage them, which could disrupt our business and have an unfavorable material effect on our financial position, income from operations and competitive position. Climate change, or legal, regulatory or market measures to address climate change, may negatively affect our business or operations, and water scarcity or poor quality could negatively impact our production costs and capacity. There is a growing concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global temperatures, weather patterns and the frequency and severity of extreme weather and natural disasters. In the event that such climate change has a negative effect on agricultural productivity, we may be subject to decreased availability or less favorable pricing for certain agricultural commodities that are necessary for our products, such as barley, hops, sugar and corn. In addition, public expectations for reductions in greenhouse gas emissions could result in increased energy, transportation and raw material costs and may require us to make additional investments in facilities and equipment due to increased regulatory pressures. As a result, the effects of climate change could have a long-term, material adverse impact on our business and results of operations. 15


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We also face water scarcity risks. The availability of clean water is a limited resource in many parts of the world, facing unprecedented challenges from climate change and the resulting change in precipitation patterns and frequency of extreme weather, overexploitation, increasing pollution, and poor water management. As demand for water continues to increase around the world, and as water becomes scarcer and the quality of available water deteriorates, we may be affected by increasing production costs or capacity constraints, which could adversely affect our business and results of operations. Our operations are subject to safety and environmental regulations, which could expose us to significant compliance costs and litigation relating to environmental issues. Our operations are subject to safety and environmental regulations by national, state and local agencies, including, in certain cases, regulations that impose liability without regard to fault.  These regulations can result in liability which might adversely affect our operations.  The environmental regulatory climate in the markets in which we operate is becoming stricter, with greater emphasis on enforcement. While we have budgeted for future capital and operating expenditures to maintain compliance with environmental laws and regulations, there can be no assurance that we will not incur substantial environmental liability or those applicable environmental laws and regulations will not change or become more stringent in the future. We operate a joint venture in Cuba, in which the Government of Cuba is our joint venture partner. Cuba has been identified by the U.S. Department of State as a state sponsor of terrorism and is targeted by broad and comprehensive economic and trade sanctions of the United States.  Our operations in Cuba may adversely affect our reputation and the liquidity and value of our securities. In January 2014, one of our wholly-owned subsidiaries acquired from our indirect controlling shareholder, ABI, a 50% equity interest in Cerveceria Bucanero S.A., or Bucanero, a Cuban company in the business of producing and selling beer.  The other 50% equity interest in Bucanero is owned by the Government of Cuba. Bucanero is operated as a joint venture in which we appoint the general manager. Its main brands are Bucanero and Cristal.  In contrast to the 118.8 million hectoliters of beer sold by us in 2013, Bucanero sold only 1.3 million hectoliters in that year.  Although Bucanero’s production is primarily sold in Cuba, a small portion of its production is exported to, and sold by certain distributors in, other countries outside Cuba (but not the United States).  Bucanero also imports and sells in Cuba a quantity of Beck’s branded products produced by one of our German affiliates that is less than five thousand hectoliters. Cuba has been identified by the United States government as a state sponsor of terrorism, and the U.S. Treasury Department’s Office of Foreign Assets Control and the U.S. Commerce Department together administer and enforce broad and comprehensive economic and trade sanctions based on U.S. foreign policy towards Cuba.  Although our operations in Cuba are quantitatively immaterial, our overall business reputation may suffer or we may face additional regulatory scrutiny as a result of our activities in Cuba based on Cuba’s identification as a state sponsor of terrorism and target of U.S. economic and trade sanctions.  In addition, there are initiatives by federal and state lawmakers in the United States, and certain U.S. institutional investors, including pension funds, to adopt laws, regulations or policies requiring divestment from, or reporting of interests in, or to facilitate divestment from, companies that do business with countries designated as state sponsors of terrorism, including Cuba. If U.S. investors decide to liquidate or otherwise divest their investments in companies that have operations of any magnitude in Cuba, the market in and value of our securities could be adversely impacted. In addition, the Cuban Liberty and Democratic Solidarity (LIBERTAD) Act of 1996 (known as the “Helms-Burton Act”) authorizes private lawsuits for damages against anyone who traffics in property confiscated without compensation by the Government of Cuba from persons who at the time were, or have since become, nationals of the United States. Although this section of the Helms-Burton Act is currently suspended by discretionary presidential action, the suspension may not continue in the future.  Claims accrue notwithstanding the suspension and may be asserted if the suspension is discontinued. The Helms-Burton Act also includes a section that authorizes the U.S. Department of State to prohibit entry into the United States of non-U.S. persons who traffic in confiscated property, and corporate officers and principals of such persons, and their families. In 2009, ABI received notice of a claim purporting to be made under the Helms-Burton Act relating to the use of a trademark by Bucanero,which is alleged to have been confiscated by the Cuban government and trafficked by ABI through their former ownership and management of this company. Although ABI and we have attempted to review and evaluate the validity of the claim, due to the uncertain underlying circumstances, we are currently unable to express a view as to the validity of such claims, or as to the standing of the claimants to pursue them. 16


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Information technology failures could disrupt our operations.

We increasingly rely on information technology systems to process, transmit, and store electronic information.  A significant portion of the communication between our personnel, customers, and suppliers depends on information technology.  As with all large systems, our information systems may be vulnerable to a variety of interruptions due to events beyond our control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hacker attacks or other security issues.  These or other similar interruptions could disrupt our operations, cash flows or financial condition. We depend on information technology to enable us to operate efficiently and interface with customers, as well as to maintain in-house management and control.  The concentration of processes in shared services centers means that any disruption could impact a large portion of our business.  If we do not allocate, and effectively manage, the resources necessary to build and sustain the proper technology infrastructure, we could be subject to transaction errors, processing inefficiencies, loss of customers, business disruptions, or the loss of or damage to intellectual property through security breach.  As with all information technology systems, our system could also be penetrated by outside parties with the intent of extracting or corrupting information or disrupting business processes.  Such interruptions could disrupt our business and could have a material adverse effect on our business, results of operations, cash flows or financial condition. Natural and other disasters could disrupt our operations. Our business and operating results could be negatively impacted by social, technical or physical risks such as earthquakes, hurricanes, flooding, fire, power loss, loss of water supply, telecommunications and information technology system failures, political instability, military conflict and uncertainties arising from terrorist attacks, including a global economic slowdown, the economic consequences of any military action and associated political instability. Our insurance coverage may be insufficient to make us whole on any losses that we may sustain in the future. The cost of some of our insurance policies could increase in the future.  In addition, some types of losses, such as losses resulting from wars, acts of terrorism, or natural disasters, generally are not insured because they are either uninsurable or it is not economically practical to obtain insurance.  Moreover, insurers recently have become more reluctant to insure against these types of events.  Should a material uninsured loss or a loss in excess of insured limits occur, this could adversely impact our business, results of operations and financial condition. Risks Relating to Our Common Shares and ADSs The relative volatility and illiquidity of securities of Brazilian companies may substantially limit your ability to sell our common shares and ADSs at the price and time you desire. Investing in securities of companies in emerging markets, such as Brazil, involves greater risk than investing in securities of companies from more developed countries, and those investments are generally considered speculative in nature.  Brazilian investments, such as investments in our common shares and ADSs, are subject to economic and political risks, involving, among other factors: ·changes in the Brazilian regulatory, tax, economic and political environment that may affect the ability of investors to receive payment, in whole or in part, in respect of their investments; and ·restrictions on foreign investment and on repatriation of capital invested. 17


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The Brazilian securities markets are substantially smaller, less liquid and more concentrated and volatile than major U.S. and European securities markets.  They are also not as highly regulated or supervised as those other markets.  The relative illiquidity and smaller market capitalization of Brazilian securities markets may substantially limit your ability to sell the Ambev common shares and ADSs at the price and time you desire. Deterioration in economic and market conditions in other emerging market countries, as well as in developed economies, may adversely affect the market price of our common shares and ADSs. Economic and market conditions in other emerging market countries, especially those in Latin America, influence the market for securities issued by Brazilian companies as well as investors’ perception of economic conditions in Brazil.  Economic crises in emerging markets, such as in Southeast Asia, Russia and Argentina, have historically triggered securities market volatility in other emerging market countries, including Brazil.  For example, the recent and abrupt devaluation of the Argentine peso in January 2014 resulted in the depreciation of the currencies of most developing economies, including Brazil, and a drop in the stock indices of the stock exchanges of those countries, including the BM&FBOVESPA.  In addition, global financial crisis originating in developed economies, including the subprime debt crisis in the United States and the sovereign debt crisis in Europe, have had an impact on many economies and capital markets around the world, including Brazil, which may adversely affect investors’ interest in the securities of Brazilian issuers such as Ambev.  Therefore, the market value of our common shares and ADSs may be adversely affected by events occurring outside of Brazil. Our current controlling shareholders will be able to determine the outcome of our most significant corporate actions. Our two direct controlling shareholders, Interbrew International B.V., or IIBV, and AmBrew S.A., or AmBrew, both of which are subsidiaries of ABI, together withFundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência,or FAHZ, held in aggregate 71.5% of our total and voting capital stock (excluding treasury shares) as of December 31, 2013. ABI indirectly holds shares in us representing 61.9% of our total and voting capital stock (excluding treasury shares) as of December 31, 2013.  ABI thus has control over us, even though (1) ABI remains subject to the Ambev shareholders’ agreement among IIBV, AmBrew and FAHZ dated April 16, 2013, or the Ambev Shareholders’ Agreement, and (2) ABI is jointly controlled by Messrs. Jorge Paulo Lemann, Marcel Herrmann Telles and Carlos Alberto da Veiga Sicupira, or the Braco Group, and the founding families that were the former controlling shareholders of Interbrew N.V./S.A. (as ABI was then denominated), or the Interbrew Founding Families.  For further information on these matters see “Item 4. Information on the Company—A. History and Development of the Company—The InBev-Ambev Transactions” and “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders—Ambev’s Major Shareholders—Ambev Shareholders’ Agreement.” Our controlling shareholders are able to elect the majority of the members of our Board of Directors and Fiscal Council, and generally determine the outcome of most other actions requiring shareholder approval, including dividend distributions, the consummation of corporate restructurings, issuances of new shares, sales of materials assets and bylaw amendments.  Under Brazilian Law No. 6,404/76, as amended, or the Brazilian Corporation Law, the protections afforded to non-controlling security holders may differ from, or be less comprehensive than, the corresponding protections and fiduciary duties of directors applicable in the U.S. or other jurisdictions.  See “—As a Brazilian company, Ambev is subject to different corporate laws and regulations than those typically applicable to U.S.-listed companies, which may result in Ambev’s shareholders having fewer or less well-defined shareholder rights than the shareholder rights of those companies.” Our shareholders may not receive any dividends. According to our bylaws, we generally pay our shareholders 40% of our annual adjusted net income as presented in our parent company (individual) financial statements prepared under accounting principles generally accepted in Brazil, or Brazilian GAAP, which differs from net income as presented in the parent company (individual) or consolidated financial statements prepared under IFRS.  The main sources for these dividends are cash flows from our operations and dividends from our operating subsidiaries.  Annual adjusted net income may be capitalized, used to absorb losses or otherwise appropriated as allowed under Brazilian GAAP and the BrazilianCorporation Law.  Therefore, that net income may not be available to be paid out to our shareholders in a given year.  In addition, we might not pay dividends to our shareholders in any particular fiscal year upon the determination of the Board of Directors that any such distribution would be inadvisable in view of our financial condition.  While the law does not establish the circumstances rendering the payment of dividends inadvisable, it is generally agreed that a company need not pay dividends if such payment threatens its existence as a going concern or harms its normal course of operations.  Any dividends not distributed would be allocated to a special reserve account for future payment to shareholders, unless it is used to offset subsequent losses or as otherwise provided for in our bylaws.  It is possible, therefore, that our shareholders will not receive dividends in any particular fiscal year. 18


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Brazilian foreign exchange controls and regulations could restrict conversions and remittances abroad of the dividend payments and other shareholder distributions paid in Brazil inreaisin respect of the Ambev common shares (including shares underlying the Ambev ADSs). Brazilian law provides that whenever there is a serious imbalance in Brazil’s balance of payments or reasons to foresee such a serious imbalance, the Brazilian government may impose temporary restrictions on the remittance to foreign investors of the proceeds of their investments in Brazil.  For example, for approximately six months in 1989 and early 1990 the Brazilian government froze all dividend and capital repatriations that were owed to foreign equity investors, which were held by the Central Bank in order to conserve Brazil’s foreign currency reserves at the time.  These amounts were subsequently released in accordance with Brazilian government directives.  Similar measures could be taken by the Brazilian government in the future. As a result, the Brazilian government may in the future restrict the conversion and remittance abroad, to ADS holders or holders of Ambev common shares residing outside Brazil, of dividend payments and other shareholder distributions paid in Brazil inreaisin respect of the Ambev common shares (including shares underlying the Ambev ADSs).  The likelihood that the Brazilian government would impose such restrictions may be affected by the extent of Brazil’s foreign currency reserves, the availability of foreign currency in the foreign exchange markets on the date a payment is due, the size of Brazil’s debt service burden relative to the economy as a whole and other factors.  We cannot assure you that the Central Bank will not modify its policies or that the Brazilian government will not institute restrictions or delays on cross-border remittances in respect of securities issued in the international capital markets.  For further information on this matter, see “—A. Selected Financial Data—Exchange Rate Information—Exchange Controls.” If you exchange your Ambev ADSs for the respective Ambev common shares underlying those ADSs, you risk losing some Brazilian tax and foreign currency remittance advantages. The Ambev ADSs benefit from the foreign capital registration that The Bank of New York Mellon, as depositary of Ambev’s ADS program, or the Depositary, has in Brazil, which permits it to convert dividends and other distributions with respect to the Ambev common shares underlying the Ambev ADSs into foreign currency and remit the proceeds of such conversion abroad.  If you exchange your Ambev ADSs for the respective Ambev common shares underlying those ADSs, you will be entitled to rely on the Depositary’s foreign capital registration for only five business days from the date of such exchange.  After this five-day period, you will not be able to remit abroad non-Brazilian currency unless you obtain your own foreign capital registration.  In addition, gains with respect to Ambev common shares will be subject to a less favorable tax treatment unless you obtain your own certificate of foreign capital registration or register your investment in the Ambev common shares with the Central Bank pursuant to Resolution No. 2,689.  For a more complete description of Brazilian restrictions on foreign investments and Brazilian foreign investment regulations, see “Item 10. Additional Information—B. Memorandum and Articles of Association—Restrictions on Foreign Investment” and “—A. Selected Financial Data—Exchange Rate Information—Exchange Controls.”  For a more complete description of Brazilian tax regulations, see “Item 10. Additional Information—E. Taxation—Brazilian Tax Considerations.” As a Brazilian company, Ambev is subject to different corporate laws and regulations than those typically applicable to U.S.-listed companies, which may result in Ambev’s shareholders having fewer or less well-defined shareholder rights than the shareholder rights of those companies. Ambev’s corporate affairs are governed by its bylaws and the Brazilian Corporation Law, which may differ from the legal principles that would apply to Ambev if the company were incorporated in a jurisdiction in the UnitedStates, such as Delaware or New York, or in other jurisdictions outside of Brazil.  In addition, shareholder rights under the Brazilian Corporation Law to protect them from actions taken by the board of directors or controlling shareholders may be fewer and less well-defined than under the laws of jurisdictions outside of Brazil. 19


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Although insider trading and price manipulation are restricted under applicable Brazilian capital markets regulations and treated as crimes under Brazilian law, the Brazilian securities markets may not be as highly regulated and supervised as the securities markets of the United States or other jurisdictions outside Brazil.  In addition, rules and policies against self-dealing and for the preservation of shareholder interests may be less well-defined and enforced in Brazil than in the United States or other jurisdictions outside Brazil, potentially causing disadvantages to a holder of Ambev ADSs as compared to a holder of shares in a U.S. public company.  Further, corporate disclosures may be less complete or informative than required of public companies in the United States or other jurisdictions outside Brazil. Certain shareholder entitlements may not be available in the U.S. to holders of Ambev ADSs. Due to certain United States laws and regulations, U.S. holders of Ambev ADSs may not be entitled to all of the rights possessed by holders of Ambev common shares.  For instance, U.S. holders of Ambev ADSs may not be able to exercise preemptive, subscription or other rights in respect of the Ambev common shares underlying their Ambev ADSs, unless a registration statement under the Securities Act is effective with respect to those rights or an exemption from the registration requirements thereunder is available. Holders of Ambev ADSs may be unable to fully exercise voting rights with respect to the Ambev shares underlying their ADSs. Under Brazilian law, only shareholders registered as such in the corporate books of Brazilian companies may attend shareholders’ meetings.  Because all the Ambev common shares underlying the Ambev ADSs are registered in the name of the Depositary (and not the ADS holder), only the Depositary (and not the ADS holder) is entitled to attend Ambev’s shareholders’ meetings.  A holder of Ambev ADSs is entitled to instruct the Depositary as to how to vote the respective Ambev common shares underlying their ADSs only pursuant to the procedures set forth in the deposit agreement for Ambev’s ADS program.  Accordingly, holders of Ambev ADSs will not be allowed to vote the corresponding Ambev common shares underlying their ADSs directly at an Ambev shareholders’ meeting (or to appoint a proxy other than the Depositary to do so), unless they surrender their Ambev ADSs for cancellation in exchange for the respective Ambev shares underlying their ADSs.  We cannot ensure that such ADS cancellation and exchange process will be completed in time to allow Ambev ADS holders to attend a shareholders’ meeting of Ambev. Further, the Depositary has no obligation to notify Ambev ADS holders of an upcoming vote or to distribute voting cards and related materials to those holders, unless Ambev specifically instructs the Depositary to do so.  If Ambev provides such instruction to the Depositary, it will then notify Ambev’s ADS holders of the upcoming vote and arrange for the delivery of voting cards to those holders.  We cannot ensure that Ambev’s ADS holders will receive proxy cards in time to allow them to instruct the Depositary as to how to vote the Ambev common shares underlying their Ambev ADSs.  In addition, the Depositary and its agents are not responsible for a failure to carry out voting instructions or for an untimely solicitation of those instructions. As a result of the factors discussed above, holders of Ambev ADSs may be unable to fully exercise their voting rights. Future equity issuances may dilute the holdings of current holders of Ambev common shares or ADSs and could materially affect the market price for those securities. We may in the future decide to offer additional equity to raise capital or for other purposes.  Any such future equity offering could reduce the proportionate ownership and voting interests of holders of our common shares and ADSs, as well as our earnings and net equity value per common share or ADS.  Any offering of shares and ADSs by us or our main shareholders, or a perception that any such offering is imminent, could have an adverse effect on the market price of these securities.  20


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Our status as a foreign private issuer allows us to follow local corporate governance practices and exempts us from a number of rules under the U.S. securities laws and listing standards, which may limit the amount of public disclosures available to investors and the shareholder protections afforded to them. We are a foreign private issuer, as defined by the Securities and Exchange Commission, or the SEC, for purposes of the Exchange Act.  As a result, we are exempt from many of the corporate governance requirements of stock exchanges located in the United States, as well as from rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act.  For example, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act.  Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.  Accordingly, there may be less publicly available information concerning us than there is for U.S. public companies. In addition, for so long as we remain as a foreign private issuer, we will be exempt from most of the corporate governance requirements of stock exchanges located in the United States.  Accordingly, you will not be provided with some of the benefits or have the same protections afforded to shareholders of U.S. public companies.  The corporate governance standards applicable to us are considerably different than the standards applied to U.S. domestic issuers.  For example, although Rule 10A-3 under the Exchange Act generally requires that a company listed in the United States have an audit committee of its board of directors composed solely of independent directors, as a foreign private issuer we are relying on an exemption from this requirement under Rule 10A-3(c)(3) of the Sarbanes-Oxley Act of 2002 that is available to us as a result of features of the Brazilian Corporation Law applicable to our Fiscal Council.  In addition, we are not required under the Brazilian Corporation Law to, among other things: ·have a majority of our Board of Directors be independent (though our bylaws provide that two of our directors must be independent and, in certain circumstances pursuant to the Brazilian Corporation Law, our minority shareholders may be able to elect members to our Board of Directors, who, as a result, would be deemed independent); ·have a compensation committee, a nominating committee, or corporate governance committee of the Board of Directors (though we currently have a non-permanent Operations, Finance and Compensation Committee that is responsible for evaluating our compensation policies applicable to management); ·have regularly scheduled executive sessions with only non-management directors (though none of our current directors hold management positions); or ·have at least one executive session of solely independent directors each year. For further information on the main differences in corporate governance standards in the United States and Brazil, see “Item 6. Directors, Senior Management and Employees—C. Board Practices—Differences Between United States and Brazilian Corporate Governance Practices.” Foreign holders of our ADSs may face difficulties in serving process on or enforcing judgments against us and other persons. We are organized under the laws of Brazil and most of our directors and executive officers, as well as our independent registered public accounting firm, reside or are based in Brazil.  In addition, substantially all of our assets and those of these other persons are located in Brazil.  As a result, it may not be possible for foreign holders of our ADSs to expediently effect service of process upon us or these other persons within the United States or other jurisdictions outside Brazil or to efficiently enforce against us or these other persons judgments obtained in the United States or other jurisdictions outside Brazil.  Because judgments of U.S. courts for civil liabilities based upon the U.S. federal securities laws may only be enforced in Brazil if certain formal and procedural conditions are met (including non-violation of Brazilian national sovereignty, public policy and “good morals”), holders of our ADSsmay face greater difficulties in protecting their interests in the context of legal, corporate or other disputes between them and us, our directors and/or our executive officers than would shareholders of a U.S. corporation.  In addition, Brazil does not have a treaty with the United States to facilitate or expedite the enforcement in Brazil of decisions issued by a court in the United States. 21


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Judgments of Brazilian courts with respect to our shares will be payable only inreais. If proceedings are brought in the courts of Brazil seeking to enforce our obligations in respect of our common shares, we will not be required to discharge any such obligations in a currency other thanreais.  Under Brazilian exchange control limitations, an obligation in Brazil to pay amounts denominated in a currency other thanreaismay only be satisfied in Brazilian currency at the exchange rate, as determined by the Central Bank, in effect on the date the judgment is obtained, and any such amounts are then adjusted to reflect exchange rate variations through the effective payment date.  The then prevailing exchange rate may not afford non-Brazilian investors with full compensation for any claim arising out of, or related to, our obligations under our common shares.   22


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ITEM 4.                INFORMATION ON THE COMPANY Ambev’s principal executive offices are located at Rua Dr. Renato Paes de Barros, 1017, 3rd floor, 04530 001, São Paulo, SP, Brazil, and its telephone number and email are: (5511) 2122-1414 andir@ambev.com.br. A.            History and Development of the Company Overview We are the successor of Brahma and Antarctica, two of the oldest brewers in Brazil.  Antarctica was founded in 1885.  Brahma was founded in 1888 as Villiger & Cia.  TheBrahmabrand was registered on September 6, 1888, and in 1904 Villiger & Cia. changed its name to Companhia Cervejaria Brahma.  However, the legal entity that has become Ambev S.A., the current NYSE-and BM&FBOVESPA-listed company, was incorporated on July 8, 2005 as a non-reporting Brazilian corporation under the Brazilian Corporation Law and is the successor of Old Ambev.  Until the stock swap merger of Old Ambev with Ambev S.A. approved in July 2013 (see “—Stock Swap Merger of Old Ambev with Ambev S.A.”), Ambev S.A. did not conduct any operating activities and had served as a vehicle for ABI to hold a 0.5% interest in Old Ambev’s capital stock. In 1994, Brahma started its international expansion into Latin America, starting beer operations in Argentina, Paraguay and Venezuela. In 1997, Brahma acquired the exclusive rights to produce, sell and distribute Pepsi CSD products in northeastern Brazil and in 1999, obtained the exclusive rights to produce, sell and distribute Pepsi CSD products throughout Brazil.  In October 2000, we entered into a new franchise agreement with PepsiCo which terminated the Brahma franchise agreement and granted us exclusive bottler and distributor rights for Pepsi CSD products in Brazil.  In January 2002, we expanded our partnership with PepsiCo to include the production, sale and distribution ofGatorade.  Our PepsiCo franchise agreement for Brazil expires in 2017, and thereafter, will be automatically renewed for additional ten-year terms absent two years’ prior notice by either party of its intent not to renew the contract following the expiration of the initial or any subsequent term.  In addition, certain of our subsidiaries have franchise agreements for Pepsi products in Argentina, Bolivia, Uruguay, Peru and the Dominican Republic. In January 2003, we completed a two-step business combination with Quinsa, through which we acquired an initial 40.5% economic interest in Quinsa and the joint control of that entity, which we shared temporarily with Beverages Associates (BAC) Corp., or BAC, the former sole controlling shareholder of Quinsa.  This transaction provided us with a leading presence in the beer markets of Argentina, Bolivia, Paraguay and Uruguay, and also set forth the terms for our future acquisition of Quinsa’s full control from BAC.  In April 2006, we acquired BAC’s shares in Quinsa, increasing our equity interest in that entity to 91% of its total share capital, after which we started to fully consolidate Quinsa upon the closing of that transaction in August 2006. During 2003 and the first quarter of 2004, we expanded our presence in Latin America through a series of acquisitions by which it established a foothold in several beverage markets, such as Central America, Peru, Ecuador and the Dominican Republic.  In 2012, we concluded a transaction to form a strategic alliance with E. León Jimenes S.A., which owned 83.5% of Cervecería Nacional Dominicana S.A., or CND, to create the leading beverage company in the Caribbean through the combination of their businesses in the region. In August 2004, we and a Belgian brewer called Interbrew S.A./N.V. (as ABI was then denominated) completed a business combination that involved the merger of an indirect holding company of Labatt Brewing Company Limited, or Labatt, one of the leading brewers in Canada, into us.  At the same time, our controlling shareholders completed the contribution of all shares of an indirect holding company which owned a controlling stake in us to Interbrew S.A./N.V. in exchange for newly issued shares of Interbrew S.A./N.V.  After this transaction, Interbrew S.A./N.V. changed its company name to InBev S.A./N.V. (and, since 2008, to Anheuser-Busch InBev N.V./S.A.) and became our majority shareholder through subsidiaries and holding companies.  23


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The Brahma-Antarctica Combination—Creation of Old Ambev Brahma was a company controlled by the Braco Group, which collectively held a 55.1% voting stake in Brahma prior to the Brahma-Antarctica transaction.  The remaining shares of Brahma were publicly held. Antarctica was controlled by FAHZ, which held an 88.1% voting interest in Antarctica before the Brahma-Antarctica transaction took place.  The remaining shares of Antarctica were publicly held. The formation of Old Ambev consisted of the combination of Brahma and Antarctica and was carried out over the course of 1999 and 2000.  The combination first resulted in Old Ambev becoming the owner of 55.1% of Brahma’s voting shares and 88.1% of Antarctica’s voting shares, while the Braco Group and FAHZ each owned, respectively, 76% and 24% of Old Ambev’s voting shares.  Subsequently, both the minority shareholders of Antarctica (September 1999) and Brahma (September 2000) exchanged their shares in Antarctica and Brahma for new shares in Old Ambev, causing both companies to become wholly-owned subsidiaries of Old Ambev. The transfer of control of Brahma and Antarctica to Old Ambev through the controlling shareholders’ contribution of those entities to Old Ambev resulted in Old Ambev obtaining a market share in Brazil that at the time exceeded 70% of the Brazilian beer market and 20% of the Brazilian CSD market.  As a result, Brazilian antitrust authorities reviewed the transaction and, in April 2000, Brazil’s highest antitrust authority, the CADE approved the controlling shareholders’ contribution of Brahma and Antartica to Old Ambev subject to certain restrictions, as set forth in a performance agreement that Old Ambev entered into with the CADE.  On July 28, 2008, the CADE decided that all obligations under that performance agreement had been fulfilled. Acquisition of Quinsa In January 2003, we consummated the acquisition of an interest in Quinsa, an indirect holding company of Cervecería y Maltería Quilmes S.A.I.C.A. y G., the largest Argentine brewer, and in Quilmes International (Bermuda) Ltd., or QIB, Quinsa’s subsidiary, which was the holding company for all Quinsa’s operating subsidiaries.  Quinsa then owned an 85% interest in QIB.  This transaction involved an initial acquisition of 37.5% of the total capital of Quinsa and 8.6% of the shares of QIB, resulting in a total ownership of 40.5% of Quinsa’s economic interest.  During 2003, we acquired additional Quinsa Class B shares in the open market, increasing our total economic interest in Quinsa to 49.7% as of December 31, 2003.  During 2004 and 2005, Quinsa conducted certain share repurchases pursuant to its share buyback program, increasing our total economic interest in Quinsa to 59.2% as of December 31, 2005. The acquisition of our interest in Quinsa was approved with certain restrictions by theComisión Nacional de Defensa de la Competencia(National Commission for the Defense of Competition), or the CNDC, the Argentine antitrust authority, requiring our divestiture of certain brands and industrial assets in Argentina.  In December 2006, the CNDC formally acknowledged our fulfillment of the restrictions imposed on us by that authority due to our investment in Quinsa. In April 2006, we agreed to acquire BAC’s remaining shares in Quinsa.  Upon the closing of the transaction, which took place on August 8, 2006, our equity interest in Quinsa was increased to approximately 91% of its total share capital. On December 28, 2007, we launched a voluntary offer to purchase the outstanding shares that were not owned by us or our subsidiaries and on February 12, 2008, when the voluntary offer to purchase expired, our voting and economic interest in Quinsa increased to 99.56% and 99.26%, respectively.  During 2008, through our subsidiary Dunvegan S.A., we continued to purchase Class A and Class B shares from Quinsa’s minority shareholders, increasing our voting interest in Quinsa to 99.83% and its economic interest to 99.81%. Through our subsidiary Labatt Holding A/S, the then holder of more than 95% of the issued shares of QIB, we exercised certain rights under Bermuda law and acquired the totality of the shares held by the remaining minority shareholders of QIB, thereby increasing our indirect equity interest in QIB to 100% of its issued shares. 24


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In 2010, Quinsa was liquidated and QIB became its successor. In September 2013, QIB was merged into our subsidiary, Ambev Luxembourg, and the activities managed under QIB were transferred to Linthal ROU S.A., a subsidiary of Ambev Luxembourg. Expansion to Other Latin American Jurisdictions Starting in late 2002, we extended our presence in Latin America through a series of transactions in the northern part of that region. In October 2002, we and The Central America Bottling Corporation, or CabCorp, PepsiCo’s anchor bottler in Central America, agreed to establish a 50/50 joint venture company – Ambev Centroamerica – to collaborate in, among other things, the production, import, distribution, marketing and sale of our products, especially beer, in Guatemala and other Central American countries. In October 2003, we agreed to purchase, through our Peruvian subsidiary, Ambev Peru, certain production and distribution assets from Embotelladora Rivera, including two CSD bottling plants.  Among the assets acquired were the franchise for Pepsi products in Lima and northern Peru.  In October 2009, through our subsidiary Monthiers S.A., we increased our equity in Ambev Peru from 85.62% to 100%. In December 2003, we acquired an 80% interest in Cervecería Suramericana, and renamed it Compañía Cervecera Ambev Ecuador S.A., or Ambev Ecuador.  In 2007 we acquired the remaining 20% of the equity interest in this company. In February 2004, we acquired a 66% stake in Embotelladora Dominicana, C. por A. (currently Ambev Dominicana), the Pepsi bottler in the Dominican Republic.  We then started a beer business in the Dominican Republic after the construction of a brewery in that country in 2005.  In August 2009, through our subsidiary Monthiers S.A., we increased our equity interest in Ambev Dominicana to 100%. In March 2009, Quinsa acquired from SAB Miller plc, 100% of the share capital of Bebidas y Aguas Gaseosas Occidente S.R.L., becoming the exclusive bottler of Pepsi in Bolivia. We operated in Venezuela until September 2010.  In October 2010, we effected a business combination with Cervecería Regional aimed at creating a stronger and more dynamic player in South America’s second largest beer market.  Cervecería Regional’s controlling shareholders now own an 85% interest in the combined venture and we own the remaining 15%.  As a result, we no longer consolidate in our consolidated financial statements the results of operations of our Venezuelan investment.  This combined venture is the second largest brewer in the Venezuelan market after Cervecería Polar. On May 11, 2012, we concluded a transaction to form a strategic alliance with E. León Jimenes S.A., which owned 83.5% of CND, to create the leading beverage company in the Caribbean through the combination of their businesses in the region.  Our initial indirect interest in CND was acquired through a cash payment and the contribution of Ambev Dominicana.  Separately, we acquired an additional 9.3% stake in CND from Heineken N.V., when we became the owner of a total indirect interest of 51% in CND.  During 2012 and 2013, we acquired additional stakes in CND, as provided under the 2012 deal terms for our investment in that entity.  As of December 31, 2013, we owned an aggregate 55.0% indirect interest in CND. In January 2014, one of our wholly-owned subsidiaries acquired from ABI a 50% equity interest in Bucanero, a Cuban company in the business of producing and selling beer.  The other 50% equity interest in Bucanero is owned by the Government of Cuba. Bucanero is operated as a joint venture in which we appoint the general manager. Its main brands are Bucanero and Cristal.  Although Bucanero’s production is primarily sold in Cuba, a small portion of its production is exported to, and sold by certain distributors in, other countries outside Cuba (but not the United States).  Bucanero also imports and sells in Cuba a small quantity of Beck’s branded products produced by one of our German affiliates.  See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Operations—We operate a joint venture in Cuba, in which the Government of Cuba is our joint venture partner. Cuba has been identified by the U.S. Department of State as a state sponsor of terrorism and istargeted by broad and comprehensive economic and trade sanctions of the United States.  Our operations in Cuba may adversely affect our reputation and the liquidity and value of our securities.” 25


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The InBev-Ambev Transactions The “InBev-Ambev transactions” consisted of two transactions negotiated simultaneously: (1) in the first transaction, the Braco Group exchanged its Old Ambev shares for shares in Interbrew N.V./S.A. (as ABI was then denominated); and (2) in the second transaction, Old Ambev issued new shares to Interbrew N.V./S.A. in exchange for Interbrew’s 100% stake in Labatt. Exchange of Shares Between the Braco Group and the Interbrew Founding Families In March 2004, various entities controlled by the Braco Group entered into a contribution and subscription agreement with Interbrew N.V./S.A. (as ABI was then denominated) and various entities representing the interests of the Interbrew Founding Families to exchange their controlling interest in Old Ambev for newly issued voting shares of Interbrew N.V./S.A., which represented 24.7% of Interbrew N.V./S.A.’s voting shares. Upon closing of this transaction in August 2004, (1) the Braco Group received approximately 44% of the voting interest in the Stichting Anheuser-Busch InBev (formerly Stichting InBev and Stichting Interbrew), or Stichting, which thereupon owned approximately 56% of Interbrew N.V./S.A.’s common shares, and (2) Interbrew N.V./S.A. received approximately a 53% voting interest and a 22% economic interest in Old Ambev.  Such voting interest was subject to our shareholders’ agreement at the time, as amended in connection with the InBev-Ambev transactions.  In addition, Interbrew N.V./S.A. changed its legal name to InBev N.V./S.A. (and, since its acquisition of Anheuser-Busch, Inc. in the U.S. in 2008, to Anheuser Busch-InBev N.V./S.A.). Acquisition of Labatt Pursuant to theincorporaçãoagreement dated March 3, 2004, Labatt Brewing Canada Holding Ltd., or Mergeco, was merged into Old Ambev by means of an upstream merger (incorporação)under the Brazilian Corporation Law, or theIncorporação.  Mergeco held 99.9% of the capital stock of Labatt Holding ApS, or Labatt ApS, a corporation organized under the laws of Denmark, and Labatt ApS owned all the capital stock of Labatt.  Upon completion of theIncorporação, Old Ambev held 99.9% of the capital stock of Labatt ApS, and, indirectly, of Labatt.  As consideration for the acquisition of Labatt, Old Ambev issued common and preferred shares to Interbrew N.V./S.A. (as ABI was then denominated). With the consummation of this transaction in August 2004, (1) Labatt became a wholly-owned subsidiary of Old Ambev, and (2) Interbrew N.V./S.A. (as ABI was then denominated) increased its stake in Old Ambev to approximately 68% of common shares and 34% of preferred shares. Ownership Structure of InBev N.V./S.A. and Old Ambev Upon Consummation of the InBev-Ambev Transactions InBev N.V./S.A. Upon closing the InBev-Ambev transactions, 56% of InBev N.V./S.A.’s voting shares were owned by Stichting, 1% was jointly owned by Fonds Voorzitter Verhelst SPRL and Fonds InBev-Baillet Latour SPRL, 17% were owned directly by entities and individuals associated with the Interbrew Founding Families and the remaining 26% constituted the public float. The Braco Group became the holder of 44% of Stichting’s voting interests, while the Interbrew Founding Families held the remaining 56% of Stichting’s voting interests.  In addition, the Braco Group and entities representing the interests of the Interbrew Founding Families entered into a shareholders’ agreement, providing for, among other things, joint and equal influence over the exercise of the Stichting voting rights in InBev N.V./S.A. (as ABI was then denominated).  26


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Old Ambev Upon closing of the InBev-Ambev transactions, InBev N.V./S.A. (as ABI was then denominated) became the owner of approximately 68% of Old Ambev’s voting shares, FAHZ retained approximately 16% of such shares, and the remaining shares were held by the public. Mandatory Tender Offer Pursuant to the Brazilian Corporation Law, InBev N.V./S.A. (as ABI was then denominated) was required to conduct, following the consummation of the InBev-Ambev transactions, a mandatory tender offer, or the MTO, for all remaining outstanding common shares of Old Ambev.  The MTO was completed in March 2005, and InBev N.V./S.A. (as ABI was then denominated) increased its stake in Old Ambev to approximately an 81% voting interest and a 56% economic interest in that company.  FAHZ did not tender its Old Ambev shares in the MTO. Lakeport Acquisition On February 1, 2007, we announced that our subsidiary Labatt entered into a support agreement with Lakeport Brewing Income Fund, or Lakeport.  The transaction was concluded on March 29, 2007, when the holders of trust units tendered their units and all of the conditions of the offer were satisfied.  Subsequent to the compulsory acquisition of the non-tendered units, Lakeport became wholly-owned by Labatt and has been fully integrated into Labatt’s business.  The Competition Bureau concluded in January 2009 that there was insufficient evidence to establish that the transaction was likely to substantially lessen or prevent competition. Cintra Acquisition On April 17, 2007, we closed the acquisition of 100% of Goldensand – Comércio e Serviços Ltda., or Goldensand, the controlling shareholder of Cervejarias Cintra Indústria e Comércio Ltda., or Cintra, a local brewer with presence in the Southeast of Brazil.  We subsequently acquired 100% of the capital stock of Obrinvest—Obras e Investimentos S.A. which owned the Cintra brands.  On May 21, 2008, we sold to Schincariol Participações e Representações S.A., or Schincariol, the Cintra brands and distribution assets.  Following the sale of the brands, the corporate name of Cintra was changed to Londrina Bebidas Ltda., or Londrina, on June 20, 2008.  In July 2008, the CADE issued its unrestricted approval of the Cintra acquisition and on April 28, 2009, in order to simplify our corporate structure, our subsidiary Goldensand was merged with and into us. Stock Swap Merger of Old Ambev with Ambev S.A. On July 30, 2013, the minority shareholders of Old Ambev approved a stock swap merger of Old Ambev with us, according to which all issued and outstanding common and preferred shares of Old Ambev not held by Ambev S.A. were exchanged for new common shares of Ambev S.A. The overall objective of the stock swap merger was to promote a recapitalization of Old Ambev, so that we would have a single-class share structure comprised exclusively of voting common shares. Another objective of the stock swap merger was to simplify our corporate structure and improve our corporate governance.  In addition, as a result of the stock swap merger Old Ambev became a wholly-owned subsidiary of Ambev S.A. and all of Old Ambev’s shareholders had their Old Ambev common and preferred shares (including in the form of ADSs) exchanged for new common shares of Ambev S.A. (including in the form of ADSs).  The ratio to exchange shares of Old Ambev for new common shares of Ambev in the stock swap merger was such that all holders of Old Ambev shares, including holders of Old Ambev preferred shares and non-controlling holders of Old Ambev common shares (and the ADSs representing either of those share classes), did not experience any ownership dilution of their equity interest in us upon the consummation of the referred corporate restructuring.  Such exchange ratio was five new Ambev common shares for each and every Old Ambev common or preferred share surrendered.  27


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Upstream Merger of Old Ambev with and into Ambev S.A. In January 2014, and as a subsequent step of the recapitalization of Old Ambev by means of its stock swap merger with us, an upstream merger of Old Ambev and one of its majority-owned subsidiaries with and into Ambev S.A. was consummated.  This upstream merger had no impact on the shareholdings that our shareholders held in us.  As a result of this upstream, our corporate structure was simplified. B.            Business Overview Description of Our Operations We are the largest brewer in Latin America in terms of sales volumes and one of the largest beer producers in the world, according to our estimates.  We produce, distribute and sell beer, CSDs and other non-alcoholic and non-carbonated products in 16 countries across the Americas.  We are one of the largest PepsiCo independent bottlers in the world. We conduct our operations through three business segments, as follows: ·Latin America North, which includes our operations in Brazil, where we operate two divisions (the beer sales division and the CSD & NANC sales division), and our HILA-Ex operations, which includes our operations in the Dominican Republic, Saint Vincent, Antigua, Dominica and Guatemala (which also serves El Salvador and Nicaragua); ·Latin America South, or LAS, which includes our operations in Argentina, Bolivia, Paraguay, Uruguay, Chile, Peru and Ecuador; and ·Canada, represented by Labatt’s operations, which includes domestic sales in Canada and some exports to the U.S. market. 28


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The following map illustrates our three business segments as of December 31, 2013:  An analysis of our consolidated net sales by business segment is presented in the table below: Net Sales (in R$ million)Year Ended December 31,2013

   2012

   2011Sales

   % of Total

   Sales

   % of Total

   Sales

   % of TotalLatin America North

   23,479.6

   67.5%

   21,949.5

   68.1%

   **18,843.7**

   **69.5%**Brazil

   22,040.8

   63.4%

   20,977.9

   65.1%

   18,616.9

   68.6%Beer Brazil

   18,407.1

   52.9%

   17,598.4

   54.6%

   15,667.5

   57.8%CSD & NANC

   3,633.7

   10.4%

   3,379.5

   10.5%

   2,949.4

   10.9%HILA-Ex

   1,438.8

   4.1%

   971.6

   3.0%

   226.8

   0.8%Latin America South

   7,051.7

   20.3%

   6,250.7

   19.4%

   **4,777.6**

   **17.6%**Canada

   4,260.1

   12.2%

   4,030.8

   12.5%

   **3,505.4**

   **12.9%**Total

   34,791.4

   100.0%

   32,231.0

   100.0%

   27,126.7

   100.0%
 An analysis of our sales volume by business segment is presented in the table below: Sales Volumes (‘000 hl)Year Ended December 31,2013

   2012

   2011Volume

   % of Total

   Volume

   % of Total

   Volume

   % of TotalLatin America North

   119,116.3

   72.1%

   122,382.2

   72.1%

   116,305.5

   70.5%Brazil

   113,148.0

   68.5%

   117,486.6

   69.2%

   113,960.5

   69.0%Beer Brazil

   82,973.9

   50.2%

   86,692.2

   51.0%

   84,597.8

   51.3%CSD & NANC

   30,174.1

   18.3%

   30,794.4

   18.1%

   29,362.7

   17.8%HILA-Ex

   5,968.3

   3.6%

   4,895.6

   2.9%

   2,345.0

   1.4%Latin America South

   36,917.7

   22.4%

   38,096.5

   22.4%

   38,599.2

   23.4%Canada

   9,135.2

   5.5%

   9,360.7

   5.5%

   10,139.3

   6.1%Total

   165,169.2

   100.0%

   169,839.4

   100.0%

   165,043.9

   100.0%
  29


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Business Strategy We aim to continuously create value for our stockholders.  The main components of our strategy are: ·our people and culture; ·top line growth; ·building strong brands; ·excellence in route to market; ·permanent cost efficiency; and ·financial discipline. Our People and Culture We believe highly qualified, motivated and committed employees are critical to our long-term success.  We carefully manage our hiring and training process with a view to recruiting and retaining outstanding professionals.  In addition, we believe that through our compensation program, which is based both on variable pay and stock ownership, we have created financial incentives for high performance and results.  Another core element of our culture is our distinguished managerial capability, which is characterized by (1) a hardworking ethos, (2) results-focused evaluations, (3) the encouragement of our executives to act as owners and not only as managers, (4) leadership by personal example, and (5) appreciation of field experience. Top Line Growth We are constantly seeking sustainable growth of our net revenues.  For instance, in Brazil we have focused our efforts behind four main commercial strategies: ·Innovation: we seek to expand the beer category and maintain a healthy pipeline of products through innovation in liquids, packaging and route to market to continue connecting with consumers in different consumption occasions; ·Premium: we believe the weight of premium brands volume can grow in the Brazilian beer industry and we are working towards leading this growth through our portfolio of domestic and international premium brands; ·Regional expansion: we have been investing to expand our presence in the North and Northeast regions of Brazil mainly due to the per capita consumption and market share growth opportunities.  We focus on expanding our production capacity and executing our strong brands and route to market capabilities in those faster growing regions of Brazil; and ·Returnable glass bottles: our commercial initiatives are focused on strengthening the on-premise channel (e.g.,Nosso Barfranchise, micro events) and reintroducing returnable bottles into the off-premise channel (e.g.,Pit Stopformats in supermarkets, 300 ml returnable glass bottle). Building Strong Brands We believe that building strong brands that connect and create enduring bonds with our consumers is a fundamental prerequisite to assure the sustainability of our business in the future.  Our consumers are the reason for everything we do and we need to understand them, be close to them and connect them to our brands in order to buildenduring ties with them.  We bring together tradition and modernity in our product portfolio in a clear strategy to create value and insert our brands into the lives of our consumers.  30


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Excellence in Route to Market Delivering our brands to almost one million points of sale in Brazil is a very complex feature of our business.  For several years, one of our main areas of focus has been to increase direct distribution in major cities while still strengthening our third-party distribution system.  In Brazil, for instance, instead of operating three legacy, parallel, single-brand systems (each dedicated to one of our major brands:Skol,BrahmaandAntarctica), we have been shifting towards a multi-brand network of distributors committed to handling all of our brands.  In addition, we are constantly seeking to improve our point of sale execution through new and creative measures.  One of our key marketing initiatives was the introduction into the Brazilian market of our custom-made beverage refrigerators designed and built to chill beer and soft drinks to the optimal temperature for on-premise consumption.  These refrigerators also work as effective marketing tools, as they are decorated with images related to our core brands. Permanent Cost Efficiency Cost control is one of the top priorities of our employees.  Each of our departments must comply with its respective annual budget for fixed and variable costs.  As a means of avoiding unnecessary expenses, we have designed a management control system inspired on “zero-base budgeting” concepts that requires every manager to build from scratch an annual budget for his/her respective department. Financial Discipline Our focus is not only on volumes and operating performance, but also on the disciplined management of our working capital and our cash flow generation.  Our objective is to maximize the return to our shareholders through a combination of payments of dividends and interest on shareholders’ equity, while at the same time keeping our investment plans and holding an adequate level of liquidity to accommodate the seasonality of our business and cope with often volatile and uncertain financial market conditions. Seasonality Sales of beverages in our markets are seasonal.  Generally, sales are stronger during the summer and major holidays.  Therefore, in the Southern Hemisphere (Latin America North and Latin America South) volumes are usually stronger in the fourth calendar quarter due to early summer and year-end festivities.  In Canada, volumes are stronger in the second and third calendar quarters due to the summer season.  This is demonstrated by the table below, which shows our volumes by quarter and business segment: 2013 Quarterly Volumes(as a percentage of annual volumes)1st Quarter

   2nd Quarter

   3rd Quarter

   4th Quarter

   2013Latin America North

   23.7%

   22.6%

   23.9%

   29.7%

   100%Brazil

   23.9%

   22.6%

   23.8%

   29.8%

   100%Beer Brazil

   23.9%

   22.7%

   23.7%

   29.7%

   100%CSD & NANC

   23.9%

   22.1%

   24.1%

   29.9%

   100%HILA-Ex

   20.9%

   23.0%

   26.6%

   29.6%

   100%Latin America South

   26.6%

   20.4%

   22.1%

   30.8%

   100%Canada

   19.9%

   27.7%

   28.5%

   23.9%

   100%Total

   24.2%

   22.4%

   23.8%

   29.7%

   100%
  31


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Description of the Markets Where We Operate Latin America North Brazil The Brazilian Beer Market In 2013, Brazil was one of the world’s largest beer markets in terms of volume, reaching 122 million hectoliters, according to our estimates.  Beer is predominantly sold in bars for on-premise consumption, in standardized, returnable 600-milliliter glass bottles.  The second favored packaging presentation is the 350-milliliter one-way aluminum can, which is predominantly sold in supermarkets for off-premise consumption. In 2013, according to our estimates, we had a 67.9% share of the Brazilian market share in terms of beer sales volumes, mainly through our three major brands,Skol,BrahmaandAntarctica.  Our closest competitors in Brazil are: Cervejaria Petrópolis with 11.3% market share; Brasil Kirin with 10.8% market share; and Heineken, with 8.4% market share, according to our estimates. Distribution represents an important feature in this market, as the retail channel is fragmented into almost one million points of sale.  Our distribution is structured under two separate branches, comprising (1) our network of exclusive third-party distributors, involving 153 operations, and (2) our proprietary direct distribution system, involving more than 83 distribution centers spanned over most Brazilian regions.  We have been focusing on direct distribution in large urban regions, while strengthening our third-party distribution system.  See “—Business Overview—Business Strategy.” The Brazilian CSD & NANC Markets The CSD & NANC markets in Brazil are comprised of many different segments, including CSD, bottled water, isotonic beverages, energy drinks and ready-to-drink teas.  The CSD segment is the most significant to our business representing more than 90% of the profits of our CSD & NANC unit. According to our estimates, the leading CSD flavors in Brazil are (1) cola (with 50.4% of the market), (2)guaraná, (3) orange, and (4) lime.  Most CSDs in Brazil are sold in supermarkets in 2-liter non-returnable PET bottles, for in-home consumption.  The 350-milliliter one-way aluminum can is also an important packaging format for our business and is mainly sold in supermarkets and restaurants. Our main competitor in this market is The Coca-Cola Company, which operates in Brazil through approximately 11 bottlers.  In 2013, according to our estimates The Coca-Cola Company family of brands had a 59.9% market share in the Brazilian CSDs market, while we had an 18.4% market share.  In addition to The Coca-Cola Company, we face competition from small regional bottlers that produce what are usually referred to as “B Brands”.  The B Brands compete mainly on price, usually being sold at a significantly lower price than our products. Our main CSD brands areGuaraná Antarctica, the leader in the “non-cola” flavor segment, andPepsi Cola, which is sold under the exclusive production and bottling agreements with PepsiCo.  Our CSD portfolio also includes such brands asGatoradein the isotonic market,H2OH!in the flavored water market, andLipton Iced Teain the ready-to-drink tea market, which are also sold under license from PepsiCo, andFusionandMonster, under license from Monster Energy Company, in the energy drinks market. Our CSD & NANC products are sold in Brazil through the same distribution system used for beer.  32


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HILA-Ex Central America (including Guatemala, El Salvador and Nicaragua) The Central American Beer Market In Guatemala, our most important operation in Central America, the main packaging presentations are the returnable, 12 oz. and 1-liter glass bottles, and the 12 oz. can.  Our main competitor in Guatemala is Cerveceria Centro Americana, the market leader.  Cerveceria Centro Americana is a private company held by local investors. In El Salvador, our main packaging presentation is the returnable 1-liter glass bottle.  Our main competitor in El Salvador is Industrias La Constancia, a local subsidiary of SAB Miller, which is the market leader. In Nicaragua, the main packaging presentation is the returnable, 1-liter glass bottle.  Our main competitor in Nicaragua is the market leader, which is a joint venture between Guatemala’s Cerveceria Centro Americana and Florida Ice & Farm Co, an investor group from Costa Rica. In all three of these markets, beer is predominantly sold in returnable bottles through small retailers.  We sell ourBrahva,Brahva Beats,Brahva Light,Extra,Budweiser,Becks&Stella Artoisbeer brands in Central America, which are distributed through CabCorp’s distribution system, jointly with CabCorp’s CSDs portfolio.  According to our estimates, the total annual sales volume of these beer markets was 5.8 million hectoliters in 2013. The Dominican Republic The Dominican Beer Market According to our estimates, the annual sales volume of the Dominican beer market was 3.5 million hectoliters in 2013.  The main packaging presentation in the Dominican beer market is the returnable, 650-milliliter and 1-liter glass bottles, which is predominantly sold in small retail stores.  We currently lead the beer market in the Dominican Republic after our acquisition of CND, with leading portfolio brands such asPresidente,Brahma Light,President Light,Bohemia,The One,Corona,Stella ArtoisandBudweiser. Our distribution system in the Dominican Republic is comprised mainly of direct distribution operations. The Dominican CSD Market According to our estimates, the annual sales volume of the Dominican CSD market was 4.0 million hectoliters in 2013.  The main packaging presentation in the Dominican CSD market is the returnable, half-liter bottle (glass/PET), which is predominantly sold in small retail stores.  The Coca-Cola Company, represented by Bepensa, has the leadership of the Dominican CSD Market, followed by Ajegroup (which adopts a low price strategy).  We are currently the third player. Our main CSD brands in the Dominican Republic areRed Rock,Pepsi-ColaandSeven Up(all of which are marketed under an exclusive bottling agreement with PepsiCo).  Our distribution system in the Dominican Republic is comprised of direct distribution operations and third-party distributors. Latin America South Argentina Argentina is one of our most important regions, second only to Brazil in terms of volume. We serve more than 335,000 points of sale throughout Argentina both directly and through our exclusive third-party distributors.  33


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The Argentine Beer Market According to our estimates, the annual sales volume of the Argentine beer market was 17.0 million hectoliters in 2013.  With a population of approximately 42 million, Argentina is Latin America South’s largest and most important beer market. Beer consumption in Argentina has grown in recent years, but experienced a slight decrease in 2013, reaching a per capita consumption of 40.9 liters in 2013, which is slightly below the 42.5 liters registered in 2012.  Since 2000, Beer has become the number one selling alcoholic beverage in Argentina in terms of hector hectoliters sold, according to our estimates. In Argentina, 29.8% of our beer volumes is distributed directly by us and 70.2% is distributed through exclusive third-party distributors.  Our main package presentation in Argentina is the one liter returnable glass bottles, which accounts for 92.2% of our sales. According to our estimates, on-premise consumption represented 14.7% of beer volumes in Argentina in 2013, and supermarkets sales represented 11.8% of beer volumes.  The main channels of volume consumption in Argentina are through kiosks and small grocery stores. Our most important beer brands in Argentina areQuilmes Cristal,BrahmaandStella Artois.  We are the leading beer producers in Argentina with 78.5% market share in 2013, according to our estimates.  Our main competitor in Argentina is Compañía Cervecerías Unidas S.A. which held an approximate 18.4% market share in 2013 according to our estimates. The Argentine CSD Market According to our estimates, in 2013 annual sales volume of the Argentine CSD market was 42.9 million hectoliters.  Per capita CSD consumption remained stable in Argentina in 2013 with 103.1 liters consumed in 2013 versus 103.6 liters in 2012, both of which were less than the 111.2 liters consumed in 2011.  In Argentina, 46.0% of our CSD volume is distributed directly by us and 54.0% is distributed through exclusive third-party distributors.  Non-returnable bottles represent 90.2% of our CSD sales in that country. We are the exclusive Pepsi bottlers in Argentina and our most important CSD brand in that country isPepsi.  We had a 21.1% share of the Argentine CSD market in 2013, according to our estimates, and were second in that market only to The Coca-Cola Company. Bolivia The Bolivian Beer Market According to our estimates, the annual sales volume of the Bolivian beer market was 3.4 million hectoliters in 2013.  The Bolivian market is strongly influenced by macroeconomic trends and governmental, regulatory and fiscal policies. In Bolivia, 0.9% of our beer volumes is directly distributed by us and 99.1% is distributed through exclusive third-party distributors.  Our main package presentation in Bolivia is the 620-milliliter returnable glass bottles, which accounts for 80.2% of our sales. Our most important beer brands in Bolivia arePaceña,TaquiñaandHuari.  We are the leading beer producer in Bolivia with a 96.7% market share. The Bolivian CSD Market In March 2009, we, through Quinsa, acquired from SAB Miller plc, 100% of Bebidas y Aguas Gaseosas Occidente S.R.L., becoming the exclusive bottler of Pepsi in Bolivia.  34


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According to our estimates, in 2013, the annual sales volume of the Bolivian CSD market was 5.3 million hectoliters.  Per capita consumption decreased slightly from 55.9 liters in 2012 to 53.7 liters in 2013.  41.4% of our CSD volumes in Bolivia is directly distributed by us and 58.6% is distributed through exclusive third-party distributors, while 94.9% of our CSD sales in that country are through non-returnable bottles. Chile According to our estimates, the annual sales volume of the Chilean beer market was 7.5 million hectoliters in 2013.  Beer consumption in Chile has increased every year since 2009.  Our most important beer brands in Chile areBecker,BálticaandStella Artois, where our market share has been growing in the last years. Paraguay According to our estimates, the annual sales volume of the Paraguayan beer market was 2.3 million hectoliters in 2013. The market for beer in Paraguay has traditionally distinguished itself from those in the southern cone countries in certain respects because (1) beer has not faced significant competition from wine as an alternative alcoholic beverage; (2) the domestic beer market has faced significant competition from imported beer, which accounted for a far higher market share in Paraguay than in neighboring countries; and (3) the seasonality of our products is lower due to warmer conditions throughout the year. In Paraguay, 61.7% of our beer volumes is directly distributed by us and 38.3% is distributed through exclusive third-party distributors.  Our main package presentation in Paraguay is the returnable glass bottles, which accounts for 56.7% of our sales. Our most important beer brands in Paraguay areBrahmaandPilsen, with our market share being 89.6% in 2013, according to our estimates.  In March 2009, we also became the exclusive distributors of theBudweiserbrand in Paraguay. Uruguay The Uruguayan Beer Market According to our estimates, the annual sales volume of the Uruguayan beer market was 1.1 million hectoliters in 2013.  Our Latin America South business unit manages both the beer and CSD businesses in Uruguay out of a facility based in that country. In Uruguay, 20.3% of our beer volumes is directly distributed by us and 79.7% is distributed through exclusive third-party distributors.  Our main package presentation in Uruguay is the 1-liter returnable glass bottle, which accounts for 88.7% of our sales. Our most important beer brands in Uruguay arePilsenandPatricia, with our market share being 96.9% in 2013, according to our estimates. The Uruguayan CSD Market According to our estimates, in 2013, the annual sales volume of the Uruguayan CSD market was 3.7 million hectoliters.  The market growth in 2013 was a result of a recovery in the economy and also of higher market investments coming from A-brands.  Per capita consumption reached 112.4 liters in 2013 according to our estimates. In Uruguay, 38.4% of our CSD volume is directly distributed by us and 61.6% is distributed through exclusive third-party distributors.  Non-returnable bottles account for 82.0% of our sales in that country.  Our most important brand in Uruguay is Pepsi, with The Coca-Cola Company being our main competitor.  35


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Ecuador The Ecuadorian Beer Market According to our estimates, the annual sales volume of the Ecuadorian beer market was 2.0 million hectoliters in 2013.  The main packaging presentation in the Ecuadorian beer market is the returnable, 600-milliliter glass bottle, predominantly sold in small retail stores.  The market leader is SABMiller. Our main beer brands in Ecuador areBrahmaandBudweiser, and our distribution system in Ecuador is comprised of direct distribution operations in Guayaquil and Quito, and third-party distributors around the country. Peru The Peruvian Beer Market According to our estimates, the annual sales volume of the Peruvian beer market in 2013 was 12.4 million hectoliters.  The main packaging presentation is the returnable, 630-milliliter glass bottle, which is predominantly sold in small retail stores.  The market leader is SABMiller. Our main beer brands in Peru areBrahma,Corona,andStella Artoisand the distribution system used for our beer business is also used for our CSD sales, and is comprised of direct distribution operations and third-party distributors. The Peruvian CSD Market The main packaging presentation in the Peruvian CSD market is the 3-liter one-way PET bottle and 0.5-liter one-way PET bottle, which are predominantly sold in small retail stores.  The market leader is The Coca-Cola Company, represented by its local network of bottlers.  We also face competition from Ajegroup and other regional brands, which compete mainly on price, usually being sold significantly below the market average. Our main CSD brands in Peru arePepsi-Cola,Seven Up,Concordia,Evervess,Triple KolaandGatorade, all sold under an exclusive bottling agreement with PepsiCo. The distribution system in Peru is comprised of direct distribution operations and third-party distributors. Canada - Labatt Our Canada business segment is represented by the Labatt operations, which sells domestic and ABI beer brands, and exports theKokaneebeer brand to the United States. According to our estimates, the annual sales volume in the Canadian beer market was 22.1 million hectoliters in 2013, of which Labatt, the market leader, had a volume share of 40.1%.  The main packaging presentation in that country is the returnable, 341-milliliter glass bottle, which is predominantly sold in privately owned and government owned retail stores in addition to privately owned on-trade establishments.  Our main competitor in Canada is Molson Coors, but we also compete with smaller brewers, such as Sleeman Breweries Ltd., or Sleeman, and Moosehead Breweries Ltd. Our main brands in Canada areBudweiserandBud Light(brewed and sold under license from ABI’s subsidiary Anheuser-Busch, Inc., or Anheuser-Busch), along withLabatt Blue,Alexander Keith’s, Stella ArtoisandKokanee.  Our distribution system in Canada is structured in different ways across the country, as further explained below.  36


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Distribution in Ontario In Ontario, the province with the largest beer consumption in Canada, we own together with Molson and Sleeman a distribution and retail company named Brewers Retail Inc., a company incorporated in 1927, the retail component of which carries out business as The Beer Store, or TBS.  TBS and the Liquor Control Board of Ontario, or LCBO, a chain of liquor stores owned by the government of the Province of Ontario, own the exclusive rights to sell beer for off-premise consumption in Ontario.  TBS also has the exclusive rights to supply domestic-produced beer to the LCBO. TBS has been the primary distribution and sales channel for beer in Ontario for more than 80 years.  TBS operates on a cost recovery model under which it charges volume-based fees for services it provides to the brewers.  The nature of TBS’s business requires compliance with laws and regulations and oversight by the Province of Ontario.  The Liquor Control Act and the Liquor License Act are administered by the Minister of Consumer and Business Services, which maintains control of the beverage alcohol sectors through the Liquor Control Board of Ontario and the Alcohol and Gaming Commission of Ontario. Distribution in Quebec Quebec is the province in Canada with the second largest beer consumption.  In this province there are no exclusive rights for the sales of beer, and both the on-premise and off-premise sales channels are mostly comprised of privately owned stores.  The SAQ, a government-operated liquor store, sells a select few beer brands that are not available in the private retail system. We (as well as our competitors) sell our products in Quebec through a direct sales and distribution system. Distribution in the Western Provinces Molson and Labatt are each a shareholder in Brewers Distributors Limited, which operates a distribution network for beer in the four western provinces of British Columbia, Alberta, Manitoba and Saskatchewan, as well as three territories (Yukon, the Northwest Territories and Nunavut).  In Alberta, some volume is also sold through a third-party wholesaler.  In these Western Provincial markets, there are both privately controlled retail stores (such as in Alberta and British Columbia) and government-controlled retail stores (such as in British Columbia, Manitoba and Saskatchewan). Distribution in the Atlantic Provinces We distribute and sell our products in the Atlantic Provinces (including New Brunswick, Newfoundland, Nova Scotia and Prince Edward Island) through (1) distribution and retail networks controlled by the government in the provinces of Nova Scotia, New Brunswick and Prince Edward Island; and (2) private distributors in Newfoundland. Exports to the United States As a result of the U.S. antitrust review of the transaction involving InBev N.V./S.A. (as ABI was then denominated) and Anheuser-Busch, in February 2009 InBev N.V./S.A.’s subsidiary InBev USA, LLC ceased to act as the exclusive importer of Labatt branded beer in the U.S. for Labatt.  At that time, KPS Capital Partners, LP, or KPS received from Labatt the perpetual license to brew Labatt branded beer in the United States or Canada solely for sale for consumption in the United States and to use the relevant trademarks and intellectual property to do so.  Further, Labatt agreed to continue to brew and supply the Labatt branded beer for KPS on a provisional basis until March 2012.  During 2011and the first quarter of 2012, KPS volumes were phased out to Molson Coors Canada as part of the production agreement signed in August 2010.  Separately, in order to ensure that we are adequately compensated, ABI also agreed to indemnify us in connection with certain events related to the perpetual license.  See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Ambev and ABI—Licensing Agreements.”  37


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Beer and CSD Production Process The basic brewing process for most beers is straightforward, but significant know-how is involved in quality and cost control.  The most important stages are brewing and fermentation, followed by maturation, filtering and packaging.  Although malted barley (malt) is the primary ingredient, other grains such as unmalted barley, corn, rice or wheat are sometimes added to produce different beer flavors.  The proportion and choice of other raw materials varies according to regional taste preferences and the type of beer. The first step in the brewing process is making wort by mixing malt with warm water and then gradually heating it to approximately 75°C in large mash tuns to dissolve the starch and transform it into a mixture, called “mash,” of maltose and other sugars.  The spent grains are filtered out and the liquid, now called “wort,” is boiled.  Hops are added at this point to give a special bitter taste and aroma to the beer, and help preserve it.  The wort is boiled for one to two hours to sterilize and concentrate it, and extract the flavor from the hops.  Cooling follows, using a heat exchanger.  The hopped wort is saturated with air or oxygen, essential for the growth of the yeast in the next stage. Yeast is a micro-organism that turns the sugar in the wort into alcohol and carbon dioxide.  This process of fermentation takes five to eleven days, after which the wort finally becomes beer.  Different types of beer are made using different strains of yeast and wort compositions.  In some yeast varieties, the cells rise to the top at the end of fermentation.  Ales and wheat beers are brewed in this way.  Pilsen beers are made using yeast cells that settle to the bottom. During the maturation process the liquid clarifies as yeast and other particles settle.  Further filtering gives the beer more clarity.  Maturation varies by type of beer and can take as long as three weeks.  Then the beer is ready for packaging in kegs, cans or bottles. CSDs are produced by mixing water, flavored concentrate and sugar or sweetener.  Water is processed to eliminate mineral salts and filtered to eliminate impurities.  Purified water is combined with processed sugar or, in the case of diet CSDs, with artificial sweeteners and concentrate.  Carbon dioxide gas is injected into the mixture to produce carbonation.  Immediately following carbonation, the mixture is packaged.  In addition to these inputs, delivery of the product to consumers requires packaging materials such as PET bottles, aluminum or steel cans, labels and plastic closures. For information on our production facilities, see “—D. Property, Plant and Equipment.” Sources and Availability of Raw Materials Beer The main raw materials used in our production are malt, non-malted cereals, hops and water. Barley and Malt Malt is widely available and our requirements are met by domestic and international suppliers as well as our own malting facilities.  In the case of our beer operations in Brazil, approximately 80% of our malt needs are supplied by our own malting facilities located in the south of Brazil, Argentina and Uruguay. For the rest of our needs, our most significant malt suppliers are Cooperativa Agroindustrial Agraria, Soufflet, Agromalte and Cargill Malt.  Market prices for malt are volatile, and depend on the quality and the level of production of the barley crop across the world, as well as on the intensity of demand. We purchase barley for our malting facilities directly from South America farmers.  Barley prices depend on the quality of the barley crop and on the prices for wheat on the main boards of trade across the world.  We enter into future contracts or financials instruments to avoid the impact of short-term volatility in barley and malt prices on our production costs.  See “Item 11. Quantitative and Qualitative Disclosures about Market Risk.”  38


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Hops There are two types of hops used in our beer production: hops used to give beer its distinctive bitter flavor, which we generally import from the United States, and hops used to give beer its distinctive aroma, which we generally import from Europe.  The supply of hops is concentrated into a few international companies, namely the Barth-Haas Group, Hopsteiner, Kalsec and HVG. Non-malted Cereals Corn syrup is purchased from Ingredion and Cargill.  Corn is purchased to produce grits in-house in some plants and corn grits and rice are purchased in other plants from local suppliers and are generally widely available. Water Water represents a small portion of our raw material costs.  We obtain our water requirements from several sources, such as: lakes and reservoirs, deep wells located near our breweries, rivers adjoining our plants and public utility companies.  We monitor the quality, taste and composition of the water we use, and treat it to remove impurities and to comply with our high quality standards and applicable regulations.  As a result of advances in technology, we have continuously reduced our water consumption per hectoliter produced. CSDs The main raw materials used in our production are: concentrate (including guaraná extract), sugar, sweetener, juices, water and carbon dioxide gas.  Most of these materials are obtained from local suppliers. Guaraná Fruit We have a 1,070 hectare farm that provides us with five tons of guaraná seeds (berries) per year, or about 2% of our requirements, with the remainder purchased directly from independent farmers in the Amazon region as well as other guaraná available regions in Brazil.  The focus of our own farm is to provide Guaraná seedlings for local producers and promote the sustainable cultivation of Guaraná in the Amazon Region.  Approximately 50 thousand seedlings are donated per year. Concentrates We have a concentrate facility in the north of Brazil which produces the concentrates to meet our requirements for the production of our proprietary brandGuaraná Antarcticaamong others.  The concentrate for Pepsi CSD products is purchased from PepsiCo. Sugar Sugar is widely available and is purchased locally by each of our operations.  We enter into derivative instruments to avoid the impact of short-term volatility in sugar prices on our production costs.  See “Item 11. Quantitative and Qualitative Disclosures about Market Risk.” Juices Orange, lemon and grape are purchased locally from Louis Dreyfus Commodities and Dohler. Other We buy all of the fruit juice, pulp and concentrate that we use in the manufacture of our fruit-flavored CSDs.  39


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Packaging Packaging costs are comprised of the cost of glass and PET bottles, aluminum and steel cans, plastic film (shrink and stretch), paper labels, plastic closures, metal crowns and paperboard.  We enter into derivative instruments to mitigate the risks of short-term volatility in aluminum prices on our production costs; for further information on this matter see “Item 11. Quantitative and Qualitative Disclosures About Market Risk.”  For other materials, we usually set a fixed price for the period in accordance with the prevailing macroeconomic conditions. In April 2008, we started operating a glass bottle producing facility in Rio de Janeiro.  This unit has a yearly production capacity of 100 thousand tons of glass. Our main aluminum can suppliers are Rexam, Latapack Ball, Metallic and Crown-Cork.  Our main glass bottles suppliers are Verallia (part of St. Gobain group), Owens-Illinois Glass Containers, Companhia Industrial de Vidro (part of Owens-Illinois group) and Vidroporto, and part of our glass bottles needs are being produced internally at our Rio de Janeiro glass bottle facility.  We obtain the labels for our beer and CSD primarily from local suppliers; in Brazil, the majority of our requirements are met by a printing house that belongs to FAHZ and is operated by us pursuant to a lease agreement.  Plastic closures are principally purchased from America Tampas (former Crown-Cork), Ravi and Berry plastics.  PET pre-forms are principally purchased from Plastipak, Lorenpet group (CPR, Centralpet, LEB and Lorenpet), Logoplaste, Amcor and Cristalpet.  Crown caps in Brazil are mainly sourced from our vertical operation in Manaus (Arosuco), but part of the volume used is produced by Mecesa, Aro and Tapon Corona (Mexico).  These producers also supply some of our HILA-Ex operations as well as Allucaps (Mexico), Pelliconi (USA), Tapas Antillanas (Dominican Republic) and Fadesa (Ecuador). Regulation All our operations are subject to local governmental regulation and supervision, including (1) labor laws; (2) social security laws; (3) public health, consumer protection and environmental laws; (4) securities laws; and (5) antitrust laws.  In addition, regulations exist to (1) ensure healthy and safe conditions in facilities for the production, bottling, and distribution of beverages and (2) place restrictions on beer consumption. Environmental laws in the countries where we operate are mostly related to (1) the conformity of our operating procedures with environmental standards regarding, among other issues, the emission of gas and liquid effluents and (2) the disposal of one-way packaging. Governmental restrictions on beer consumption in the markets where we operate vary from one country to another, and in some instances, from one local region to another.  The most relevant restrictions are: ·each country has a minimum legal drinking age that is established by the government; the beer legal drinking age varies from 18 to 21 years; ·some local and federal governments require that retail stores own special licenses for the sale of alcohol; this is the case in some regions of Argentina and Canada; ·some local governments in Canada establish a minimum price for beer sales, which is named Social Reference Price, or SRP.  There is a specific SRP for each different packaging presentation.  The SRP may vary from one province to another; ·beer sales in the off-premise channel in the Canadian provinces of New Brunswick, Newfoundland, Nova Scotia, Prince Edward Island and Saskatchewan are restricted to specific government-owned stores; and ·beer sales in the off-premise channel in Canada in the Province of Ontario are restricted to two chains of retail stores.  One of them is the LCBO, which is government owned, and the other is TBS, jointly owned by Labatt, Molson and Sleeman.  The Alcohol and Gaming Commission of Ontario regulates the alcohol industry.  40


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Many governments also impose restrictions on beer advertisement, which may affect, among other issues, (1) the media channels used, (2) the contents of advertising campaigns, and (3) the time and places where beer can be advertised. Marketing Our marketing initiatives are concentrated in off-trade and on-trade initiatives.  Off-trade initiatives comprise mass media vehicles, such as television, radio, magazines and internet websites.  On-trade initiatives include banners, and all types of enhancements to the point of sale, such as branded coolers and decorated furniture. Licenses We have a long-term agreement with PepsiCo whereby we have been granted the exclusive right to bottle, sell and distribute certain brands of PepsiCo’s portfolio of CSDs in Brazil, includingPepsi-Cola,Seven UpandGatorade.  The agreements will expire on December 31, 2017, and, thereafter, will be automatically renewed for additional ten-year terms absent written notice by either party of its intent not to renew the contract at least two years prior to the expiration of their term, or on account of other events, such as a change of control or insolvency of, or failure to comply with material terms or meet material commitments, by us.  See “Item 10. Additional Information—C. Material Contracts—License Agreements.”  We also have agreements with PepsiCo to manufacture, bottle, sell, distribute and market some of its brands in the Dominican Republic and in some regions of Peru.  Through our Latin America South operations, we are also PepsiCo’s bottler for Argentina, Uruguay and Bolivia.  In 2013, sales volumes of PepsiCo products represented approximately 32% of our total CSD & NANC sales volumes in Brazil, nearly 70% of our total CSD & NANC sales volumes in the Dominican Republic, all of our CSD & NANC sales volumes in Argentina, Peru, Bolivia and Uruguay. Effective January 1998, Labatt entered into long-term licensing agreements with Anheuser-Busch whereby Labatt was granted the exclusive right and license to manufacture, bottle, sell, distribute and market some of Anheuser-Busch’s brands, including theBudweiserandBud Lightbrands, in Canada, including the right to use Anheuser-Busch’s trademarks for those purposes.  The agreements expire in January 2098 and are renewable by either party for a second term of 100 years.  In 2013, the Anheuser-Busch brands sold by Labatt represented approximately 60% of Labatt’s total sales volumes.  According to our estimates, theBudweiserbrand is currently the largest selling brand in terms of volume in Canada. We also have a license agreement with Anheuser-Busch which allows us to exclusively produce, distribute and marketBudweiserin Brazil.  We also have certain arrangements to sell and distribute Budweiser products in Ecuador, Paraguay, Guatemala, El Salvador and Nicarágua. We and ABI are also parties to a 10-year cross-licensing agreement which beganin 2005, through which we are allowed to produce, bottle, sell and distribute beer under the brandsStella ArtoisandBeck’sin Latin America (except Argentina and Cuba) on an exclusive basis, and ABI is allowed to produce, bottle, sell and distribute beer under the brandBrahmain Europe, Asia, Africa, Cuba and the United States on an exclusive basis.  Labatt and ABI have an arrangement through which Labatt distributes certain ABI beer brands in Canada, and the Latin America South zone, and ABI has an arrangement through which it distributesStella Artoisin Argentina.  In addition, under the Indemnification Agreement between us and ABI, dated November 13, 2008 (see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Ambev and ABI—Licensing Agreements”), ABI has agreed to transfer the distribution in the U.S. of the non-Labatt branded beer to the Anheuser-Busch distribution network. Taxation Beer Taxation on beer in the countries where we operate is comprised of different taxes specific to each jurisdiction, such as an excise tax and a value-added tax.  The amount of sales tax charged on our beer products in 2013, represented as a percentage of gross sales, was: 39.8% in Brazil; 21.9% in Canada; 22.7% in Central America;24.5% in Ecuador; 40.6% in Peru; 44.7% in the Dominican Republic; 20.6% in Argentina; 25.8% in Bolivia; 20.7% in Chile; 13.5% in Paraguay; and 18.4% in Uruguay. 41


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CSD & NANC Taxation on CSD & NANC in the countries where we operate is comprised of taxes specific to each jurisdiction, such as an excise tax and a value-added tax.  The amount of taxes charged on our CSD & NANC products in 2013, represented as a percentage of gross sales, was: 31.5% in Brazil; 10.8% in the Dominican Republic; 15.2% in Peru; between 18.2% and 20.3% in Argentina, depending on the type and flavor of the beverage; 19.3% in Bolivia; and 24.0% in Uruguay. Changes to Brazilian Taxes on Beverages In November 2008, the Brazilian Congress approved changes (effective as of January 1, 2009) to the taxable amount and tax rates for (1) the IPI Excise Tax, (2) the PIS Contribution, and (3) the COFINS.  Under the previous system, these taxes were paid as a fixed rate per hectoliter by all taxpayers.  Under the system approved in 2008, higher priced brands pay higher taxes per hectoliter than lower priced brands based on a consumer price reference table.  The taxable amount is calculated through the application of a rate to the consumer price established in the respective consumer price reference table.  In recent years, taxes on the beverage industry were increased at the Brazilian federal and state levels.  Federal taxes were increased in October 2012 based on price-to-consumer researches.  In addition, in April 2013 an aggregate increase of two percentange points was approved with respect to the rates of the IPI Excise Tax, the PIS Contribution and the COFINS on beer sales.  Moreover, in 2013 the following five Brazilian states increased their rates for the ICMS Value-Added Tax applicable to beer: Minas Gerais, Sergipe, Amazonas, Mato Grosso and the Federal District.  In addition, in January 2014, the state government of Bahia increased the ICMS Value-Added Tax rate applicable to beer. C.            Organizational Structure Our two direct controlling shareholders, IIBV and AmBrew, both of which are subsidiaries of ABI, together with FAHZ, held in aggregate 71.5% of our total and voting capital stock (excluding treasury shares) as of December 31, 2013. ABI indirectly holds shares in us representing 61.9% of our total and voting capital stock (excluding treasury shares) as of December 31, 2013.  ABI thus has control over us, even though (1) ABI remains subject to the Ambev Shareholders’ Agreement and (2) ABI is jointly controlled by the Braco Group and the Interbrew Founding Families.  For further information on these matters see “Item 4. Information on the Company—A. History and Development of the Company—The InBev-Ambev Transactions” and “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders—Ambev’s Major Shareholders —Ambev Shareholders’ Agreement.” 42


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We conduct the bulk of our operations in Brazil directly.  We also indirectly control Labatt and the operations conducted by our HILA-Ex and Latin America South units.  The following chart illustrates the ownership structure of our principal subsidiaries as of February 28, 2014 based on total share capital owned.

Organizational Structure



D.            Property, Plant and Equipment

Our properties consist primarily of brewing, soft drink production, malting, bottling, distribution and office facilities in the countries where we operate.

As of December 31, 2013, our aggregate beer and CSD production capacity was 280.4 million hectoliters per year.  Our total annual beer production capacity was 194.5 million hectoliters as of that date.  Our total CSD production capacity was 85.9 million hectoliters at December 31, 2013.  In 2013, the total production at these facilities was equal to 119.3 million hectoliters of beer and 45.0 million hectoliters of CSD.

The following is a list of our principal production facilities as of December 31, 2013:



Latin America NorthPlant

   

   Type of PlantBrazilAgudos, São Paulo

   

   BeerBrasília, Federal District

   

   BeerCuritiba, Paraná

   

   BeerEquatorial, Maranhao

   

   BeerGoiânia, Goiás

   

   BeerJacareí, São Paulo

   

   BeerLages, Santa Catarina

   

   Beer






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Latin America NorthPlant

   

   Type of PlantBrazilNatal, Rio Grande do Norte

   

   BeerGuarulhos, São Paulo

   

   BeerSete Lagoas, Minas Gerais

   

   BeerPetrópolis, Rio de Janeiro

   

   BeerÁguas Claras, Sergipe

   

   MixedAquiraz, Ceará

   

   MixedCamaçari, Bahia

   

   MixedCebrasa, Goiás

   

   MixedCuiabá, Mato Grosso

   

   MixedJaguariéna, São Paulo

   

   MixedJoão Pessoa, Paraiba

   

   MixedItapissuma, Pernambuco

   

   MixedNova Rio, Rio de Janeiro

   

   MixedManaus, Amazonas

   

   MixedMinas, Minas Gerais

   

   MixedTeresina, Piauí

   

   MixedÁguas Claras do Sul, Rio Grande do Sul

   

   MixedPiraí, Rio de Janeiro

   

   MixedCuritibana, Paraná

   

   Soft drinksContagem, Minas Gerais

   

   Soft drinksJundiaí, São Paulo

   

   Soft drinksSapucaia, Rio Grande do Sul

   

   Soft drinksSão Paulo, São Paulo

   

   LabelsManaus, Amazonas

   

   Crown CapCampo Grande, Rio de Janeiro

   

   Glass BottleManaus, Amazonas

   

   ConcentrateMaltaria Navegantes, Rio Grande do Sul

   

   MaltMaltaria Passo Fundo, Rio Grande do Sul

   

   MaltHILA-ExAmbev Centroamerica, Guatemala

   

   BeerSanto Domingo, Dominican Repulic

   

   BeerHato Nuevo, Dominican Republic

   

   Soft drinksSaint Vincent

   

   MixedDominica

   

   MixedLatin America SouthPlant

   

   Type of PlantHuachipa, Peru

   

   MixedSullana, Peru

   

   Soft DrinksGuyaquil, Ecuador

   

   BeerCympay, Uruguay

   

   MaltMusa, Uruguay

   

   MaltMalteria Pampa, Argentina

   

   MaltQuilmes, Argentina

   

   BeerCorrientes, Argentina

   

   MixedLa Paz, Bolivia

   

   BeerSanta Cruz, Bolivia

   

   BeerCochabamba, Bolivia

   

   BeerHuari, Bolivia

   

   BeerTarija, Bolivia

   

   BeerSantiago, Chile

   

   BeerMinas, Uruguay

   

   Beer
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Latin America SouthPlant

   

   Type of PlantYpane, Paraguay

   

   BeerZarate, Argentina

   

   BeerMendoza, Argentina

   

   MixedMontevideo, Uruguay

   

   MixedCordoba, Argentina

   

   Soft DrinksTrelew, Argentina

   

   Soft DrinksBuenos Aires South, Argentina

   

   Soft Drinks and JuicesTucuman, Argentina

   

   Soft DrinksTres Arroyos, Argentina

   

   MaltLlavallol, Argentina(1)

   

   MaltAcheral, Argentina

   

   BeerCoroplas, Argentina

   

   Crown CapFPV, Paraguay

   

   BottlesSacaba, Bolivia

   

   Soft DrinksEl Alto, Bolivia

   

   Soft DrinksEnalbo, Bolivia

   

   Cans
  (1)   This malting facility has been leased to third parties for 10 years as from 2007.   CanadaPlant

   

   Type of PlantSt. John’s

   

   BeerHalifax

   

   BeerMontreal

   

   BeerLondon

   

   BeerEdmonton

   

   BeerCreston

   

   Beer
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## ITEM 4A.             UNRESOLVED STAFF COMMENTS

Not applicable.

## 

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## ITEM 5.                OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.            Operating Results

### Introduction

The following management’s discussion and analysis of financial condition and results of operations should be read in conjunction with our audited consolidated financial statements included elsewhere in this annual report on Form 20-F.  This annual report contains forward-looking statements that involve risks and uncertainties.  Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors including, without limitation, those set forth in “Cautionary Statement Regarding Forward-Looking Information” and the matters set forth in this annual report generally.

We have prepared our audited consolidated financial statements as of December 31, 2013, 2012 and 2011 and for the years then ended inreaisin accordance with IFRS as issued by the IASB.

The financial information and related discussion and analysis contained in this item are in accordance with IFRS as issued by the IASB.  The amounts are in millionreais, unless otherwise stated.

### Critical Accounting Policies

The SEC has defined a critical accounting policy as a policy for which there is a choice among alternatives available, and for which choosing a legitimate alternative would yield materially different results.  We believe that the following are our critical accounting policies.  We consider an accounting policy to be critical if it is important to our financial condition and results of operations and requires significant or complex judgments and estimates on the part of our management.

The preparation of financial statements in conformity with IFRS requires us to use estimates and adopt assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and accounting disclosures.  Actual results may differ from those estimated under different variables, assumptions or conditions. note 3 to our audited consolidated financial statements includes a summary of the significant accounting policies applied in the preparation of these financial statements.  In order to provide an understanding about how management forms its judgments about future events, including the variables and assumptions underlying the estimates, and the sensitivity of those judgments to different variables and conditions, we have included below a brief discussion of our more significant accounting policies.

#### Accounting for Business Combinations and Impairment of Goodwill and Intangible Assets

We have made acquisitions that generated a significant amount of goodwill and other intangible assets, including from the acquisition of Labatt, Quinsa and Cerveceria Nacional Dominicana, or CND.

Under IFRS, goodwill is calculated as the difference between the transferred consideration and the fair value of the net assets acquired.  IFRS 3 “Business Combinations” does not permit that goodwill and intangible assets with indefinite useful lives be amortized but they should be tested annually for impairment.  Our intangible assets with definite useful lives are amortized over the estimated useful lives of these assets.

We exercise significant judgment in the process of identifying tangible and intangible assets and liabilities, valuing such assets and liabilities and in determining their remaining useful lives.  We generally engage third-party valuation firms to assist in valuing the acquired assets and liabilities.  The valuation of these assets and liabilities is based on the assumptions and criteria which include in some cases estimates of future cash flows discounted at the appropriate rates.  The use of different assumptions used for valuation purposes including estimates of future cash flows or discount rates may result in different estimates of value of assets acquired and liabilities assumed.

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We test our goodwill and other long-lived assets for impairment annually and whenever events and circumstances indicate that the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those items.  Our cash flow estimates are based on historical results adjusted to reflect our best estimate of future market and operating conditions.  Our estimates of fair values used to determine the resulting impairment loss, if any, represent our best estimate based on forecasted cash flows, industry trends and reference to market rates and transactions.  Impairments can also occur when we decide to dispose of assets.  Reporting units are not expected to be at risk as a reasonable change in assumptions should not trigger an impairment.

#### Predecessor Basis of Accounting

As a preliminary step to the stock swap merger of Old Ambev with us in 2013 (see “Item 4. Information on the Company—A. History and Development of the Company—Stock Swap Merger of Old Ambev with Ambev S.A.”), ABI contributed to the Company (i.e., Ambev S.A.) the common and preferred shares indirectly held by it in Old Ambev through other vehicles.  For accounting purposes, this preliminary step comprised of ABI’s contribution, to the Company, of its indirectly-held Old Ambev common and preferred shares was treated as a business combination between entities under common control.  IFRS 3 (Business Combinations) is the accounting pronouncement that is applicable to business combinations.  However, business combinations between entities under common control have not been addressed by IFRS. In fact, the above mentioned accounting pronouncement explicitly excludes from its scope business combinations between entities under common control.

Therefore, in the absence of guidance in the Conceptual Framework for Financial Reporting, IAS 8 (Accounting Policies, Changes in Accounting Estimates and Errors) indicates that management may consider (1) recent technical positions assumed by other accounting standard-setting bodies that use a similar conceptual framework to the IASB to develop accounting pronouncements or (2) other accounting literature and generally accepted accounting practices, in either case to the extent not in conflict with the sources described in IAS 8.  In that context, for purposes of accounting for the above mentioned contribution of ABI’s Old Ambev shares to us prior to the stock swap merger, management decided to observe the predecessor basis of accounting, which is an accounting alternative for business combinations between entities under common control that is applied by generally accepted accounting practices in other countries, including the U.S. and U.K.

Under the predecessor basis of accounting, when accounting for a transfer of assets between entities under common control, the entity receiving the net assets or the equity interests shall initially record the transferred assets and liabilities at their book value at the transfer date.  If the book values of the transferred assets and liabilities are different from the historical cost of those assets and liabilities recorded by the controlling entity of the entities under common control, the financial statements of the acquirer shall reflect such transferred assets and liabilities at the cost that was originally recorded by the controlling entity of the entities under common control.

#### Pension and other Post-Retirement Benefits

Post-employment benefits include pension benefits, dental and health care.  The Company manages defined benefit and defined contribution plans for employees of its companies located in Brazil, the Dominican Republic, Argentina, Bolivia and Canada.  Usually, pension plans are funded by payments made both by the Company and its employees, taking into account the recommendations of independent actuaries.  Ambev maintains funded and unfunded plans.

##### Defined Contribution Plans

A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity.  For defined contribution plans, the group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis.  Once the contributions have been paid, the group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

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Contributions to these plans are recognized as an employee benefit expense in the period in which they are incurred.  Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available.

##### Defined Benefit Plans

Defined benefit plans typically define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.

For defined benefit plans, expenses are assessed separately for each plan using the projected unit credit method.  The projected unit credit method takes into account each period of service as giving rise to an additional unit of benefit to measure each unit separately.  Under this method, the cost of providing pensions is charged to the income statement during the period of service of the employee.  The amounts charged to the income statement consist of current service cost, interest cost, the expected return of any plan assets, past service costs and the effect of any settlements and curtailments.  The obligations of the plan recognized in the balance sheet are measured at the current value of the estimated future cash outflows using a discount rate equivalent to the bond rates with maturity terms similar to those of the obligation, less any past service cost not yet recognized and the fair value of any plan assets.  Past service costs result from the introduction of a new plan or changes to an existing plan.  These are recognized in the income statement over the period the benefit vests.  Actuarial gains and losses consist of the effects of differences between the previous actuarial assumptions compared to the actual results and the effects of changes in actuarial assumptions.  Actuarial gains and losses are fully recognized in other comprehensive income.

Past-service costs are recognized immediately in income, unless the changes to the pension plan are conditional on the employees remaining in service for a specified period of time (the vesting period).  In this case, the past-service costs are amortized on a straight-line basis over the vesting period.

Where the calculated amount of a defined benefit plan liability is negative (an asset), Ambev recognizes such pension asset to the extent of any unrecognized past service costs plus any economic benefits available to Ambev either from refunds or reductions in future contributions.

##### Other Post-Employment Obligations

The Company and its subsidiaries provide health care benefits, reimbursement of expenses with certain medications and other benefits to certain retirees who retired in the past.  These benefits are not granted to new retirees.  The expected costs of these benefits are recognized over the period of employment, using an accounting methodology similar to that for defined benefit plans.

#### Share-Based Payments

We have different share grant and share option programs for management and other members appointed by the Board of Directors to acquire Ambev common shares. The fair value of these share options is estimated at the grant date using an option pricing model that is most appropriate for the respective option.  Based on the expected number of options that will be exercised, the fair value of the options granted is recognized as an expense over the vesting period with a credit to shareholders’ equity.  When the options are exercised, our shareholders’ equity is increased by the amount of the proceeds received by us.

#### Contingencies

The preparation of our financial statements requires our management to make estimates and assumptions regarding contingencies which affect the valuation of assets and liabilities at the date of the financial statements and the revenues and expenses during the reported period.

We disclose material contingent liabilities unless the possibility of any loss arising is considered remote, and material contingent assets where the inflow of economic benefits is probable.  We discuss our material contingencies in note 30 to our financial statements.

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Under IFRS, we record a provision for a loss contingency when it is probable that a future event will confirm that a liability has been incurred at the date of the financial statements, and the amount of the loss can be reasonably estimated.  In particular, given the uncertain nature of Brazilian tax legislation, the assessment of potential tax liabilities requires significant management judgment.  By their nature contingencies will only be resolved when one or more future events occur or fail to occur – and typically those events may occur a number of years in the future.

Total provisions including contingencies, restructuring and other provisions related to such matters, recorded on our balance sheet as of December 31, 2013, 2012 and 2011 totaled R$576.7 million, R$655.6 million and R$580.0 million, respectively.  For further details, see note 30 to our audited consolidated financial statements.

#### Deferred and Current Income Taxes

We recognize deferred tax effects of tax loss carry forwards and temporary differences between the financial statement carrying amounts and the tax basis of our assets and liabilities.  We estimate our income taxes based on regulations in the various jurisdictions where we conduct business.  This requires us to estimate our actual current tax exposure and to assess temporary differences that result from different treatment of certain items for tax and accounting purposes.  These differences result in deferred tax assets and liabilities, which we record on our balance sheet.  We regularly review the deferred tax assets for recoverability and will only recognize these if we believe that it is probable that there will be sufficient taxable profit against any temporary differences that can be utilized, based on historical taxable income, projected future taxable income, and the expected timing of the reversals of existing temporary differences.

The carrying amount of a deferred tax asset is reviewed at each balance sheet date.  We reduce the carrying amount of a deferred tax asset to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of that deferred tax asset to be utilized.  Any such reduction is reversed to the extent that it becomes probable that sufficient taxable profit will be available.

#### Accounting for Derivatives

Ambev uses derivative financial instruments in order to mitigate against risks related to foreign currency, interest rates and commodity prices.  Ambev’s financial risk management policy forbids the use of derivative financial instruments for speculative purposes.  Derivative instruments that, although contracted for hedging purposes, do not meet all hedge accounting criteria defined in the International Accounting Standard 39 Financial Instruments: Recognition and Measurement, or the IAS 39, are recognized at fair value in the income statement.

Derivative financial instruments are recognized initially at fair value.  Fair value is 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.  The fair value of derivative financial instruments may be obtained from quoted market prices or from pricing models that take into account current market rates.

Subsequent to initial recognition, derivative financial instruments are remeasured taking into account their fair value on the financial statements date.  Depending on the type of instrument, whether cash flow hedging or fair value hedging, the changes in their fair value are recognized in the income statement or in equity.

The concepts of cash flow, net investment hedge accounting and fair value hedge accounting are applied to all instruments that meet the hedge accounting requirements defined in IAS 39,e.g., the maintenance of the documentation required and the effectiveness of the hedge.

##### Cash Flow Hedge Accounting

When a derivative financial instrument hedges the exposure in cash flows of a recognized asset or liability, the foreign currency risk of a firm commitment or a highly probable forecasted transaction, the effective part of any resulting gain or loss on the derivative financial instrument is recognized directly in equity (hedging reserves).   When the firm commitment in foreign currency or the forecasted transaction results in the recognition of a non- financial asset or a non-financial liability, the cumulative gain or loss is removed from equity and included in the initial measurement of the asset or liability.  When the hedge relates to financial assets or liabilities, the cumulative gain or loss on the hedging instrument is reclassified from equity into the income statement in the same period during which the hedged risk affects the income statement (e.g., when the variable interest expense is recognized).  The ineffective part of any gain or loss is recognized immediately in the income statement.  When a hedging instrument or hedge relationship is terminated but the hedged transaction is still expected to occur, the cumulative gain or loss (at that point) remains in equity and is reclassified in accordance with the above policy when the hedged transaction occurs.  If the hedged transaction is no longer probable, the cumulative gain or loss recognized in equity is recognized into the income statement immediately.

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Net Investment Hedge Accounting When a foreign currency liability hedges a net investment in a foreign operation, exchange differences arising on the translation of the liability to the functional currency are recognized directly in other comprehensive income (translation reserves). When a derivative financial instrument hedges a net investment in a foreign operation, the portion of the gain or the loss on the hedging instrument that is determined to be an effective hedge is recognized directly in other comprehensive income (translation reserves), while the ineffective portion is reported in the income statement. Investments in equity instruments or derivatives linked to and to be settled by delivery of an equity instrument are stated at cost when such equity instrument does not have a quoted market price in an active market and for which other methods of reasonably estimating fair value are clearly inappropriate or unworkable. Fair Value Hedge Accounting When a derivative financial instrument hedges the variability in fair value of a recognized asset or liability, any resulting gain or loss on the hedging instrument is recognized in the income statement.  The hedged item is also stated at fair value in respect of the risk being hedged, with any gain or loss being recognized in the income statement.  The Company will discontinue fair value hedge accounting when the object of coverage expires, is sold, terminated or exercised. Should these instruments be settled only on their respective maturity dates, any effect between the market value and estimated yield curve of the instruments would be totally eliminated.  Had we adopted the same criterion to recognize our financial liabilities at market value, we would have recorded an additional loss, before income taxes, of R$(11.6) million on December 31, 2013 (as compared to a loss of R$(28.6) million on December 31, 2012, and R$(55.6) million on December 31, 2011), as follows: Financial Liabilities

   Book Value

   Market Value

   Difference(in R$ million)International financing (other currencies)

   593.8

   593.8

   -BNDES/FINEP/EGF

   1,809.8

   1,809.8

   -2017 notes

   279.0

   290.6

   (11.6)Tax incentives

   190.2

   190.2

   -Financial Leasing

   21.2

   21.2

   -Total

   2,894.0

   2,905.6

   (11.6)
 Special Items Special items are those that in management’s judgment need to be disclosed by virtue of their size or incidence.  In deciding whether an event or transaction is special, management considers quantitative as well as qualitative factors such as the frequency or predictability of occurrence, and the potential for variation of impact on profit or loss.  These items are disclosed on the face of the consolidated income statement or separately disclosed in the notes to the financial statements.  Transactions which may give rise to special items are principally restructuring activities, impairments, and gains or losses on disposal of assets and investments.  51


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Taxes Income Taxes Income taxes in Brazil are comprised of federal income tax and social contribution on profits (which is an additional federal income tax).  Our aggregate weighted nominal tax rate applicable for the years ended December 31, 2013, 2012 and 2011 was 33.0%, 32.1% and 32.6%, respectively.  For the years ended December 31, 2013, 2012 and 2011, our IFRS effective tax rate was 17.8%, 18.2% and 22.4%, respectively. The major reasons for the differences between the effective tax rates and the nominal statutory rates have been: (1) benefits arising from tax-deductible payments of interest on shareholders’ equity without an interest charge in pre-tax income, (2) tax saving from goodwill amortization and (3) increased income from companies with an average tax rate of less than the Brazilian average rate of 34%, all of which was partially offset by a reduction in certain income tax incentives enjoyed by us. Tax Losses Available for Offset Part of the tax benefit corresponding to the tax losses carry forward of some subsidiaries located abroad was not recorded as an asset, as management cannot determine whether realization is probable.  The tax loss carry forward related to these unrecognized deferred tax assets were equivalent to R$1.0 billion on December 31, 2013, with an average expiration period of five years. Tax losses and negative bases of social contribution in Brazil have no expiration date.  However, the annual offset is limited to 30% of pre-tax income. Year Ended December 31, 2013 Compared to Year Ended December 31, 2012 In the periods discussed below, we conducted our operations through three business segments as follows: ·Latin America North,which includes our operations in Brazil, where we operate two divisions (the beer sales division and the CSD & NANC sales division), and our HILA-Ex operations, which includes our operations in the Dominican Republic, Saint Vincent, Antigua, Dominica and Guatemala (which also serves El Salvador and Nicaragua). ·Latin America South, which includes our operations in Argentina, Bolivia, Paraguay, Uruguay, Chile, Ecuador and Peru. ·Canada, represented by Labatt’s operations, which includes domestic sales in Canada and some exports to the U.S. market. The table below sets forth certain of our operating highlights for the years presented: Consolidated Financial Highlights2013

   2012

   % Change(in R$ million, except volume amounts, percentages and per share amounts)Sales volume—‘000 hectoliters

   165,169.2

   169,839.4

   (2.7)%Net sales

   34,791.4

   32,231.0

   7.9%Net revenue per hectoliter—R$/hl

   210.6

   189.8

   11.0%Cost of sales

   (11,397.8)

   (10,459.8)

   9.0%Gross profit

   23,393.6

   21,771.2

   7.5%Gross margin (%)

   67.2%

   67.5%

   -Sales and marketing expenses

   (8,025.8)

   (7,350.9)

   9.2%Administrative expenses

   (1,736.4)

   (1,603.5)

   8.3%Other operating income/(expenses)

   1,761.5

   863.4

   104.0%Special items

   (29.2)

   (50.4)

   (42.1)%Income from operations

   15,363.7

   13,629.8

   12.7%Operating margin (%)

   44.2%

   42.3%

   -Net income

   11,354.1

   10,420.6

   9.0%Net margin (%)

   32.6%

   32.3%

   -
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Margin Analysis The following table sets forth certain line items of our income statement expressed as percentages of net sales for the years ended December 31, 2013 and 2012: Year Ended December 31,2013

   2012(%)

   (%)Net sales

   100.0

   100.0Cost of sales

   (32.8)

   (32.5)Gross profit

   67.2

   67.5Sales and marketing expenses

   (23.1)

   (22.8)Administrative expenses

   (5.0)

   (5.0)Other operating income/(expenses)

   5.1

   2.7Special items

   (0.1)

   (0.2)Income from operations

   44.2

   42.3
 Selected Financial Data by Business Segment The following table sets forth selected financial data by business segment, and business operations of Latin America North, for the years ended December 31, 2013 and 2012: Year Ended December 31,2013

   2012Brazil(1)

   HILA-Ex(1)

   LAS

   Canada

   Total

   Brazil(1)

   HILA-Ex(1)

   LAS

   Canada

   Total(in R$ million)Net sales

   22,040.8

   1,438.8

   7,051.7

   4,260.1

   34,791.4

   20,977.9

   971.6

   6,250.7

   4,030.8

   32,231.0Cost of sales

   (6,911.8)

   (640.7)

   (2,605.1)

   (1,240.2)

   (11,397.8)

   (6,409.8)

   (455.9)

   (2,449.7)

   (1,144.4)

   (10,459.8)Gross profit

   15,129.0

   798.1

   4,446.6

   3,019.9

   23,393.6

   14,568.0

   515.7

   3,801.0

   2,886.4

   21,771.2Sales, marketing and administrative expenses

   (6,205.4)

   (474.2)

   (1,671.7)

   (1,411.0)

   (9,762.3)

   (5,747.7)

   (390.9)

   (1,453.0)

   (1,362.8)

   (8,954.4)Other operating income/ (expenses)

   1,775.4

   (7.5)

   (12.3)

   5.9

   1,761.5

   836.4

   3.7

   7.4

   15.9

   863.4Special items

   (6.3)

   (6.4)

   (9.9)

   (6.6)

   (29.2)

   (19.1)

   (31.3)

   -

   -

   (50.4)Income from operations

   10,692.7

   310.0

   2,752.7

   1,608.2

   15,363.7

   9,637.6

   97.2

   2,355.4

   1,539.5

   13,629.8
  (1)   The Latin America North business segment is comprised of Brazil and HILA-Ex.  53


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Net Sales Net sales increased by 7.9% in 2013, to R$34,791.4 million from R$32,231.0 million in 2012, as shown in the tables set forth below: Net SalesYear Ended December 31,2013

   2012

   % ChangeSales

   % of Total

   Sales

   % of Total(in R$ million, except percentages)Latin America North

   23,479.6

   67.5%

   21,949.5

   68.1%

   7.0%Brazil

   22,040.8

   63.4%

   20,977.9

   65.1%

   5.1%Beer Brazil

   18,407.1

   52.9%

   17,598.4

   54.6%

   4.6%CSD & NANC

   3,633.7

   10.4%

   3,379.5

   10.5%

   7.5%HILA-Ex

   1,438.8

   4.1%

   971.6

   3.0%

   48.1%Latin America South

   7,051.7

   20.3%

   6,250.7

   19.4%

   12.8%Canada

   4,260.1

   12.2%

   4,030.8

   12.5%

   5.7%Total

   34,791.4

   100.0%

   32,231.0

   100.0%

   7.9%
  Sales VolumesYear Ended December 31,2013

   2012

   % ChangeVolume

   % of Total

   Volume

   % of Total(in thousand of hectoliters, except percentages)Latin America North

   119,116.3

   72.1%

   122,382.2

   72.1%

   (2.7)%Brazil

   113,148.0

   68.5%

   117,486.6

   69.2%

   (3.7)%Beer Brazil

   82,973.9

   50.2%

   86,692.2

   51.0%

   (4.3)%CSD & NANC

   30,174.1

   18.3%

   30,794.4

   18.1%

   (2.0)%HILA-Ex

   5,968.3

   3.6%

   4,895.6

   2.9%

   21.9%Latin America South

   36,917.7

   22.4%

   38,096.5

   22.4%

   (3.1)%Canada

   9,135.2

   5.5%

   9,360.7

   5.5%

   (2.4)%Total

   165,169.2

   100.0%

   169,839.4

   100.0%

   (2.7)%
  Net Revenues per HectoliterYear Ended December 31,2013

   2012

   % Change(in R$, except percentages)Latin America North

   197.1

   179.4

   9.9%Brazil

   194.8

   178.6

   9.1%Beer Brazil

   221.8

   203.0

   9.3%CSD & NANC

   120.4

   109.7

   9.7%HILA-Ex

   241.1

   198.5

   21.5%Latin America South

   191.0

   164.1

   16.4%Canada

   466.3

   430.6

   8.3%Total

   210.6

   189.8

   11.0%
 Latin America North Operations Brazilian Operations Total net sales from our Brazilian operations increased by 5.1% in 2013, to R$22,040.8 million from R$20,977.9 million in 2012. Our net sales of beer in Brazil increased by 4.6% in 2013, to R$18,407.1 million from R$17,598.4 million in 2012.  The 4.3% decline in our Brazilian beer sales volume, driven mostly by industry contraction and market share loss, was more than offset by a 9.3% increase in net revenue per hectoliter in 2013, which reached R$221.8 in that year. The increase in net revenue per hectoliter in 2013 resulted mainly from (1) our price increases, (2) the increased direct distribution of beer sold in Brazil, which provides us with more revenue per hectoliter on a constant package mix when compared to third-party distribution arrangements, and (3) increased participation of premium brands in the mix of products sold, partially offset by (4) higher sales taxes. 54


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Our net sales of CSD & NANC in Brazil increased by 7.5% in 2013, to R$3,633.7 million from R$3,379.5 million in 2012. The main driver that contributed to this growth was a 9.7% increase in net revenues per hectoliter in 2013, reaching R$120.4 in that year, mainly as a result of (1) our price increases and (2) the increased direct distribution of CSD & NANC sold in Brazil, which provides us with more revenue per hectoliter on a constant package mix when compared to third-party distribution arrangements. The increase in net revenues per hectoliter in 2013 was partially offset by a 2.0% decline in our Brazilian CSD & NANC sales volume mainly driven by market contraction, partially offset by market share gains.
 HILA-Ex Operations Net sales from our HILA-Ex operations increased by 48.1% in 2013, to R$1,438.8 million from R$971.6 million in 2012.  The main reason for the increase was our strategic alliance with CND in the Caribbean, pursuant to which we started consolidating CND’s results of operations only in May 2012, while we consolidated the results of operations of that entity for the entire year of 2013.  Revenues from our HILA-Ex operations grew organically in 2013 (i.e., without the impact of our consolidation of CND’s results of operations) by 13.9% due to our price increases and increased volumes sold in the region. Latin America South Operations Net sales from our Latin America South operations increased by 12.8% in 2013, to R$7,051.7 million in 2013 from R$6,250.7 million in 2012.  The main reason for this growth was a 16.4% increase in revenue per hectoliter in 2013, which reached R$191.0 per hectoliter in that year, mainly due to our price increases in the region, which was partially offset by a 3.1% decline in our sales volume in that region, due to market contraction in most of the countries where we we operate in the region. Canada Operations Net sales from our Canadian operations increased by 5.7% in 2013, to R$4,260.1 million from R$4,030.8 million in 2012.  This result was mainly driven by the appreciation of the Canadian dollar against therealand by our price increases, both of which were partially offset by an 2.4% decline in our Canadian sales volume due to market contraction in that region and market share loss. Cost of Sales Cost of sales increased by 9.0% in 2013, to R$11,397.8 million from R$10,459.8 million in 2012.  As a percentage of our net sales, total cost of sales increased to 32.8% in 2013 from 32.5% in 2012. The table below sets forth information on cost of sales per hectoliter for the periods presented: Cost of Sales per HectoliterYear Ended December 31,2013

   2012

   % Change(in R$, except percentages)Latin AmericaNorth

   63.4

   56.1

   13.0%Brazil

   61.1

   54.6

   12.0%Beer Brazil

   64.2

   57.6

   11.3%CSD & NANC

   52.6

   45.9

   14.6%HILA-Ex

   107.4

   93.1

   15.3%Latin America South

   70.6

   64.3

   9.7%Canada

   135.8

   122.3

   11.0%Total

   69.0

   61.6

   12.0%
  55


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Latin America North Operations Brazilian Operations Total cost of sales for our Brazilian operations increased by 7.8% in 2013, to R$6,911.8 million from R$6,409.8 million in 2012.  On a per hectoliter basis, our Brazilian operations’ cost of sales increased by 12.0% in 2013, to R$61.1 from R$54.6 in 2012. Cost of sales for our Brazilian beer operations increased by 6.6% in 2013, to R$5,323.7 million from R$4,995.8 million in 2012.  On a per hectoliter basis, cost of sales for our Brazilian beer operations increased by 11.3%, to R$64.2 from R$57.6 in 2012.  The main factors that led to this increase were currency hedges and greater industrial depreciation, both of which were partially offset by our commodities hedges. Cost of sales for our Brazilian CSD & NANC segment increased 12.3% in 2013, to R$1,588.1million from R$1,414.0million in 2012. The cost of sales per hectoliter increased 14.6%, totaling R$52.6 from R$45.9 in 2012, impacted by currency hedges partially offset by commodities hedges. HILA-Ex Operations The cost of sales for our HILA-Ex operations increased 40.5% in 2013, to R$640.7 million from R$455.9 million in 2012.  The main reason for this increase was our strategic alliance with CND in the Caribbean, pursuant to which we started consolidating CND’s results of operations in May 2012.  In reported terms, cost of sales per hectoliter for our HILA-Ex operations increased by 15.3% in 2013, to R$107.4 from R$93.1 in 2012.  However, cost of sales for this segment increased organically in 2013 (i.e., without the impact of our consolidation of CND’s results of operations in that year) by only 4.5%. Latin America South Operations Cost of sales for our Latin America South operations increased by 6.3% in 2013, to R$2,605.1 million from R$2,449.7 million in 2012.  On a per hectoliter basis, cost of sales for our Latin America South operations increased by 9.7% in 2013, to R$70.6 from R$64.3 in 2012.  The increase in cost of sales for our Latin America South operations was mainly a result of overall inflation and higher labor-related costs, mainly in Argentina. Canada Operations Cost of sales for our Canadian operations increased by 8.4% in 2013, to R$1,240.2 million from R$1,144.4 million in 2012.  This increase was mainly due to the appreciation of the Canadian dollar against the Brazilianreal. Gross Profit Gross profit increased by 7.5% in 2013, to R$23,393.6 million from R$21,771.2 million in 2012.  The table below sets forth the contribution of each business segment to our consolidated gross profit: Gross Profit2013

   2012Amount

   % of Total

   Margin

   Amount

   % of Total

   Margin(in R$ million, except percentages)Latin America North

   15,927.1

   68.1%

   67.8%

   15,083.8

   69.3%

   68.7%Brazil

   15,129.0

   64.7%

   68.6%

   14,568.0

   66.9%

   69.4%Beer Brazil

   13,083.4

   55.9%

   71.1%

   12,602.5

   57.9%

   71.6%CSD & NANC

   2,045.6

   8.7%

   56.3%

   1,965.5

   9.0%

   58.2%HILA-Ex

   798.1

   3.4%

   55.5%

   515.7

   2.4%

   53.1%Latin America South

   4,446.6

   19.0%

   63.1%

   3,801.0

   17.5%

   60.8%Canada

   3,019.9

   12.9%

   70.9%

   2,886.4

   13.3%

   71.6%Total

   23,393.6

   100.0%

   67.2%

   21,771.2

   100.0%

   67.5%
  56


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Sales and Marketing and Administrative Expenses Our sales and marketing and administrative expenses increased by 9.0% in 2013, to R$9,762.3 million from R$8,954.4 million in 2012. An analysis of sales and marketing and administrative expenses for each business segment is set forth below. Latin America North Operations Brazilian Operations Total sales and marketing and administrative expenses in Brazil increased by 8.0% in 2013, to R$6,205.4 million from R$5,747.7million in 2012. Sales and marketing and administrative expenses for our Brazilian beer operations increased 7.5% in 2013, to R$5,408.3 million from R$5,028.7 million in 2012. The main driver for the increase in these expenses for our Brazilian beer operations were higher distribution costs due to increased direct distribution of beer sold in Brazil, which costs more than third-party distribution arrangements. Sales and marketing and administrative expenses for the CSD & NANC segment in Brazil increased by 10.9% in 2013, to R$797.1 million from R$719.0 million in 2012, mainly as a result of higher distribution costs. HILA-Ex Operations Sales and marketing and administrative expenses for our HILA-Ex operations increased by 21.3% in 2013, to R$474.2 million from R$390.9 million in 2012, mainly as a result of our strategic alliance with CND in the Caribbean, pursuant to which we started consolidating CND’s results of operations in May 2012.  Organically, sales and marketing and administrative expenses for our HILA-Ex operations in 2013 (i.e., without the impact of our consolidation of CND’s results of operations) decreased by 2.8%. Latin America South Operations Sales and marketing and administrative expenses for our Latin America South operations increased by 15.1% in 2013, to R$1,671.7 million from R$1,453.0 million in 2012, mainly due to higher transportation and labor costs, caused mainly by heightened inflation in Argentina. Canada Operations Sales and marketing and administrative expenses for our Canadian operations increased by 3.5% in 2013, to R$1,411.0 million from R$1,362.8million in 2012, principally because of the appreciation of the Canadian dollar against the Brazilianreal. Other Operating Income (Expense) Other net operating income increased by 104.0% in 2013, to R$1,761.5 million from R$863.4 million in 2012, mainly due to higher government grants and the net present value adjustment of increased long-term fiscal incentives. Special Items Special items amounted to a R$29.2 million expense in 2013, representing a 42.1% decrease in the R$50.4 million expense recorded as special items in 2012.  Such reduction is explained mainly by decreased incurrence of restructuring expenses in 2013 relative to 2012.  57


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Income from Operations As a result of the foregoing, income from operations increased by 12.7% in 2013, to R$15,363.7 million from R$13,629.8 million in 2012. Net Finance Cost Our net financial expense increased by 75.7% in 2013, to R$1,563.4 million from R$889.6 million in 2012. This result is mainly explained by (1) a non-cash accretion expense in connection with the put option associated with our investment in CND, (2) higher losses on non-derivative instruments related to foreign currency variation expenses, and (3) a R$198.4 million impairment related to our investments in Venezuela. Our total year-end indebtedness decreased by R$249.7 million in 2013, while our cash and cash equivalents and current investment securities increased by R$2,123.5 million in that year, reflecting our strong cash generation in 2013. As a result, our year-end net cash position increased by R$2.373.2 million in 2013. Income Tax Expense Our consolidated income tax and social contribution on profits increased by 5.9% in 2013, to R$2,457.6 million from R$2,320.1 million in 2012.  The effective tax rate in 2013 was 17.8%, compared to 18.2% in the previous year.  Such decrease in our effective tax rate in 2013 was primarily due to higher deductible interest on shareholders’ equity and increased goodwill amortization. Net Income Net income increased by 9.0% in 2013, to R$11,354.1 million from R$10,420.6 million in 2012, due mainly to a higher EBITDA and a lower effective tax rate in 2013. Year Ended December 31, 2012 Compared to Year Ended December 31, 2011 In the periods discussed below, we conducted our operations through three business segments as follows: ·Latin America North,which includes our operations in Brazil, where we operate two divisions (the beer sales division and the CSD & NANC sales division), and our HILA-Ex operations, which includes our operations in the Dominican Republic, Saint Vincent, Antigua, Dominica and Guatemala (which also serves El Salvador and Nicaragua). ·Latin America South, which includes our operations in Argentina, Bolivia, Paraguay, Uruguay, Chile, Ecuador and Peru. ·Canada, represented by Labatt’s operations, which includes domestic sales in Canada and some exports to the U.S. market. The table below sets forth certain of our operating highlights for the years presented: Consolidated Financial Highlights2012

   2011

   % Change(in R$ million, except volume amounts, percentages and per share amounts)Sales volume—‘000 hectoliters

   169,839.4

   165,043.9

   2.9%Net sales

   32,231.0

   27,126.7

   18.8%Net revenue per hectoliter—R$/hl

   189.8

   164.4

   15.5%Cost of sales

   (10,459.8)

   (8,998.5)

   16.2%Gross profit

   21,771.2

   18,128.2

   20.1%Gross margin (%)

   67.5%

   66.8%

   -Sales and marketing expenses

   (7,350.9)

   (6,254.1)

   17.5%Administrative expenses

   (1,603.5)

   (1,237.3)

   29.6%Other operating income/(expenses)

   863.4

   783.2

   10.2%Special items

   (50.4)

   23.1

   -Income from operations

   13,629.8

   11,443.1

   19.1%Operating margin (%)

   42.3%

   42.2%

   -Net Income

   10,420.6

   8,478.8

   22.9%Net margin (%)

   32.3%

   31.3%

   -
 58


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Margin Analysis The following table sets forth certain line items of our income statement expressed as percentages of net sales for the years ended December 31, 2012 and 2011: Year Ended December 31,2012

   2011(%)

   (%)Net sales

   100.0

   100.0Cost of sales

   (32.5)

   (33.2)Gross profit

   67.5

   66.8Sales and marketing expenses

   (22.8)

   (23.1)Administrative expenses

   (5.0)

   (4.6)Other operating income/(expenses)

   2.7

   2.9Special items

   (0.2)

   0.1Income from operations

   42.3

   42.2
 Selected Financial Data by Business Segment The following table sets forth selected financial data by business segment, and business operations of Latin America North, for the years ended December 31, 2012 and 2011: Year Ended December 31,2012

   2011Brazil(1)

   HILA-Ex(1)

   LAS

   Canada

   Total

   Brazil(1)

   HILA-Ex(1)

   LAS

   Canada

   Total(in R$ million)Net sales

   20,977.9

   971.6

   6,250.7

   4,030.8

   32,231.0

   18,616.9

   226.8

   4,777.6

   3,505.4

   27,126.7Cost of sales

   (6,409.8)

   (455.9)

   (2,449.7)

   (1,144.4)

   (10,459.8)

   (5,885.3)

   (139.4)

   (1,927.4)

   (1,046.4)

   (8,998.5)Gross profit

   14,568.0

   515.7

   3,801.0

   2,886.4

   21,771.2

   12,731.6

   87.4

   2,850.2

   2,459.0

   18,128.2Sales, marketing and administra-tive expenses

   (5,747.7)

   (390.9)

   (1,453.0)

   (1,362.8)

   (8,954.4)

   (5,065.9)

   (139.4)

   (1,109.6)

   (1,176.5)

   (7,491.4)Other operating income/ (expenses)

   836.4

   3.7

   7.4

   15.9

   863.4

   775.0

   (2.7)

   1.6

   9.3

   783.2Special items

   (19.1)

   (31.3)

   -

   -

   (50.4)

   35.6

   -

   (9.2)

   (3.3)

   23.1Income from operations

   9,637.6

   97.2

   2,355.4

   1,539.5

   13,629.8

   8,476.3

   (54.8)

   1,733.1

   1,288.5

   11,443.1
  (1)   The Latin America North business segment is comprised of Brazil and HILA-Ex. Net Sales Net sales increased by 18.8% in 2012, to R$32,231.0 million from R$27,126.7 million in 2011, as shown in the tables set forth below: 59


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Net SalesYear Ended December 31,2012

   2011

   % ChangeSales

   % of Total

   Sales

   % of Total(in R$ million, except percentages)Latin America North

   21,949.5

   68.1%

   18,843.7

   69.5%

   16.5%Brazil

   20,977.9

   65.1%

   18,616.9

   68.6%

   12.7%Beer Brazil

   17,598.4

   54.6%

   15,667.5

   57.8%

   12.3%CSD & NANC

   3,379.5

   10.5%

   2,949.4

   10.9%

   14.6%HILA-Ex

   971.6

   3.0%

   226.8

   0.8%

   328.4%Latin America South

   6,250.7

   19.4%

   4,777.6

   17.6%

   30.8%Canada

   4,030.8

   12.5%

   3,505.4

   12.9%

   15.0%Total

   32,231.0

   100.0%

   27,126.7

   100.0%

   18.8%
  Sales VolumesYear Ended December 31,2012

   2011

   % ChangeVolume

   % of Total

   Volume

   % of Total(in thousand of hectoliters, except percentages)Latin America North

   122,382.2

   72.1%

   116,305.5

   70.5%

   5.2%Brazil

   117,486.6

   69.2%

   113,960.5

   69.0%

   3.1%Beer Brazil

   86,692.2

   51.0%

   84,597.8

   51.3%

   2.5%CSD & NANC

   30,794.4

   18.1%

   29,362.7

   17.8%

   4.9%HILA-Ex

   4,895.6

   2.9%

   2,345.0

   1.4%

   108.8%Latin America South

   38,096.5

   22.4%

   38,599.2

   23.4%

   (1.3)%Canada

   9,360.7

   5.5%

   10,139.3

   6.1%

   (7.7)%Total

   169,839.4

   100.0%

   165,043.9

   100.0%

   2.9%
  Net Revenues per HectoliterYear Ended December 31,2012

   2011

   % Change(in R$, except percentages)Latin America North

   179.4

   162.0

   10.7%Brazil

   178.6

   163.4

   9.3%Beer Brazil

   203.0

   185.2

   9.6%CSD & NANC

   109.7

   100.4

   9.3%HILA-Ex

   198.5

   96.7

   105.2%Latin America South

   164.1

   123.8

   32.6%Canada

   430.6

   345.7

   24.6%Total

   189.8

   164.4

   15.5%
 Latin America North Operations Brazilian Operations Total net sales from our Brazilian operations increased by 12.7% in 2012, to R$20,977.9 million from R$18,616.9 million in 2011. Our net sales of beer in Brazil increased by 12.3% in 2012, to R$17,598.4 million from R$15,667.5million in 2011.  The main drivers that contributed to this growth were: (1) beer sales volume growth of 2.5%, driven mostly by industry expansion, partially offset by market share loss, and (2) a 9.6% increase in net revenue per hectoliter in 2012, which reached R$203.0 per hectoliter in that year from R$185.2 in 2011, mainly as a result of (1) our price increases, (2) increased direct distribution of beer sold in Brazil, and (3) increased participation of premium brands in the mix of products sold, partially offset by (4) higher sales taxes. 60


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Our net sales of CSD & NANC in Brazil increased by 14.6% in 2012, to R$3,379.5 million from R$2,949.4million in 2011.  The main drivers that contributed to this growth were (1) sales volume growth of 4.9%, driven by market share gains and market expansion, and (2) an increase in net revenues per hectoliter of 9.3% in 2012, reaching R$109.7 per hectoliter in that year from R$100.4 in 2011, mainly as a result of our price increases, partially offset by higher sales taxes.
 HILA-Ex Operations Net sales from our HILA-Ex operations increased by 328.4% in 2012, to R$971.6 million from R$226.8 million in 2011.  The main reason for the increase was our strategic alliance with CND in the Caribbean, pursuant to which we started consolidating CND’s results of operations in May 2012. Latin America South Operations Net sales from our Latin America South operations increased by 30.8% in 2012, to R$6,250.7 million from R$4,777.6 million in 2011.  The main reason for this growth was a 32.6% growth in revenue per hectoliter in 2012, reaching R$164.1 per hectoliter in that year from R$123.8 in 2011, due to our price increases in the region, also helped by a strong performance of our premium brands and by the appreciation of the Argentine peso against thereal(based on annual average rates). Canada Operations Net sales from our Canadian operations increased by 15.0% in 2012, to R$4,030.8 million from R$3,505.4 million in 2011.  This result was mainly driven by the appreciation of the Canadian dollar against therealand by our price increases in the region, both of which were partially offset by the phasing out of contracted volume supplied to the company North American Brewers in connection with the grant of the perpetual license for Labatt branded beer for sale exclusively in the U.S. Cost of Sales Cost of sales increased by 16.2% in 2012, to R$10,459.8 million from R$8,998.5 million in 2011.  As a percentage of our net sales, total cost of sales decreased to 32.5% in 2012 from 33.2% in 2011. The table below sets forth information on cost of sales per hectoliter for the periods presented: Cost of Sales per HectoliterYear Ended December 31,2012

   2011

   % Change(in R$, except percentages)Latin America North

   56.1

   51.8

   8.3%Brazil

   54.6

   51.6

   5.6%Beer Brazil

   57.6

   54.0

   6.8%CSD & NANC

   45.9

   44.9

   2.2%HILA-Ex

   93.1

   59.5

   56.6%Latin America South

   64.3

   49.9

   28.8%Canada

   122.3

   103.2

   18.5%Total

   61.6

   54.5

   13.0%
 Latin America North Operations Brazilian Operations Total cost of sales for our Brazilian operations increased by 8.9% in 2012, to R$6,409.8 million from R$5,885.3 million in 2011.  On a per hectoliter basis, our Brazilian operations’ cost of sales increased by 5.6% in 2012, to R$54.6 from R$51.6 in 2011. 61


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Cost of sales for our Brazilian beer operations increased by 9.4% in 2012, to R$4,995.8 million from R$4,565.7 million in 2011.  On a per hectoliter basis, the cost of sales for our Brazilian beer operations increased by 6.8% in 2012, to R$57.6 from R$54.0 in 2011.  The main factors that led to this increase were (1) increased barley prices, (2) greater industrial depreciation and (3) higher packaging costs (mainly due to an increased participation of cans in the mix of products sold), all of which were partially offset by our currency hedges. Cost of sales for our Brazilian CSD & NANC segment increased by 7.2% in 2012, to R$1,414.0 million from R$1,319.6 million in 2011.  The cost of sales per hectoliter of CSD & NANC increased 2.2% in 2012, to R$45.9 from R$44.9 in 2011, impacted mainly by (1) higher packaging costs, (2) greater industrial depreciation and (3) higher sugar prices, all of which were partially offset by our currency hedges. HILA-Ex Operations The cost of sales for our HILA-Ex operations increased by 226.9% in 2012, to R$455.9 million from R$139.4 million in 2011.  The main reason for this increase was our strategic alliance with CND in the Caribbean, pursuant to which we started consolidating CND’s results of operations in May 2012.  In reported terms, cost of sales per hectoliter for our HILA-Ex operations increased by 56.6% in 2012, to R$93.1 from R$59.5 in 2011. Latin America South Operations The cost of sales for our Latin America South operations increased by 27.1% in 2012, to R$2,449.7 million from R$1,927.4 million in 2011.  On a per hectoliter basis, cost of sales for our Latin America South operations increased by 28.8% in 2012, to R$64.3 from R$49.9.  The increase in cost of sales for our Latin America South operations was mainly a result of (1) higher commodities prices (mainly barley), (2) general inflation and higher labor costs, mainly in Argentina, and (3) an appreciation of the Argentine peso against thereal(based on annual average rates). Canada Operations Cost of sales for our Canadian operations increased by 9.4% in 2012, to R$1,144.4 million from R$1,046.4 million in 2011.  This increase was mainly due to the appreciation of the Canadian dollar compared against the Brazilianreal, which was partially offset by the phasing out of contracted volume supplied to the company North American Brewers in connection with the grant of the perpetual license for Labatt branded beer for sale exclusively in the U.S. Gross Profit Gross profit increased by 20.1% in 2012, to R$21,771.2 million from R$18,128.2 million in 2011.  The table below sets forth the contribution of each business segment to our consolidated gross profit: Gross Profit2012

   2011Amount

   % of Total

   Margin

   Amount

   % of Total

   Margin(in R$ million, except percentages)Latin America North

   15,083.8

   69.3%

   68.7%

   12,819.0

   70.7%

   68.0%Brazil

   14,568.0

   66.9%

   69.4%

   12,731.6

   70.2%

   68.4%Beer Brazil

   12,602.5

   57.9%

   71.6%

   11,101.8

   61.2%

   70.9%CSD & NANC

   1,965.5

   9.0%

   58.2%

   1,629.8

   9.0%

   55.3%HILA-Ex

   515.7

   2.4%

   53.1%

   87.4

   0.5%

   38.5%Latin America South

   3,801.0

   17.5%

   60.8%

   2,850.2

   15.7%

   59.7%Canada

   2,886.4

   13.3%

   71.6%

   2,459.0

   13.6%

   70.1%Total

   21,771.2

   100.0%

   67.5%

   18,128.2

   100.0%

   66.8%
  62


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Sales and Marketing and Administrative Expenses Our sales and marketing and administrative expenses increased by 19.5% in 2012, to R$8,954.4 million from R$7,491.4 million in 2011.  An analysis of sales and marketing and administrative expenses for each business segment is set forth below. Latin America North Operations Brazilian Operations Total sales and marketing and administrative expenses in Brazil increased by 13.5% in 2012, to R$5,747.7million from R$5,065.9 million in 2011. Sales and marketing and administrative expenses for our Brazilian beer operations increased by 12.9% in 2012, to R$5,028.7 million from R$4,453.5 million in 2011.  The main drivers for the increase in these expenses for our Brazilian beer operations were: (1) higher distribution costs (although at a lower rate during the second half of the year because of our investments in production and distribution capacity) and (2) higher bonus accruals. Sales and marketing and administrative expenses for the CSD & NANC segment in Brazil increased by 17.4% in 2012, to R$719.0million from R$612.4 million in 2011, mainly as a result of  (1) higher distribution costs and (2) higher bonus accrual. HILA-Ex Operations Sales and marketing and administrative expenses for our HILA-Ex operations increased by 180.3% in 2012, to R$390.9 million from R$139.4 million in 2011, mainly as a result of our strategic alliance with CND in the Caribbean, pursuant to which we started consolidating CND’s results of operations in May 2012. Latin America South Operations Sales and marketing and administrative expenses for our Latin America South operations increased by 31.0% in 2012, to R$1,453.0 million from R$1,109.6 million in 2011, mainly due to (1) higher transportation and labor costs, caused mainly by heightened inflation in Argentina, (2) additional commercial expenses to support our brands and (3) the appreciation of the Argentine peso against thereal(based on annual average rates). Canada Operations Sales and marketing and administrative expenses for our Canadian operations increased by 15.8% in 2012, to R$1,362.8 million from R$1,176.5 million in 2011, principally because of the appreciation of the Canadian dollar against the Brazilianreal. Other Operating Income (Expense) Other net operating income increased by 10.2% in 2012, to R$863.4million from R$783.2 million in 2011, mainly due to higher government grants and the net present value adjustment of increased long-term fiscal incentives. Special Items Special items amounted to a R$50.4million expense in 2012, compared to a R$23.1 million gain in 2011, mainly as a result of restructuring expenses in the amount of R$31.3million and expenses with the acquisition of subsidiaries in the amount of R$15.8 million, in each case incurred in 2012.  63


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Income from Operations As a result of the foregoing, income from operations increased by19.1% in 2012, to R$13,629.8million from R$11,443.1 million in 2011. Net Finance Cost Our net financial expense increased by 70.5% in 2012, to R$889.6 million from R$521.7 million in 2011.  This result is mainly explained by (1) a non-cash accretion expense in connection with the put option associated with our investment in CND, (2) lower interest income due to the lower interest rate scenario in Brazil compared to the previous year and (3) higher expenses related to derivative instruments.  This result was also impacted by foreign exchange translation losses on intercompany loans as a consequence of the depreciation of the Brazilianrealin 2012.  Given the nature of these intercompany loans, the non-cash currency translation impact is reported in our income statement.  However, such impact is economically offset by the foreign exchange translation gains that are recorded in equity upon our consolidation of offshore companies that adopt a functional currency different than Brazilianreais. Our total year-end indebtedness decreased by R$958.5million in 2012, while our cash and cash equivalents and current investment securities increased by R$1,111.8 million in that year, reflecting our strong cash generation in 2012.  As a result, our year-end net cash position increased by R$2,070.3million in 2012. Income Tax Expense Our consolidated income tax and social contribution on profits expenses decreased by 5.0% in 2012, to R$2,320.1million from R$2,443.1 million in 2011.  The effective tax rate in 2012 was 18.2%, compared to 22.4% in the previous year.  Such decrease in our effective tax rate in 2012 was primarily due to higher deductible interest on shareholders’ equity, increased goodwill amortization and other income tax benefits. Net Income Net income increased by 22.9% in 2012, to R$10,420.6 million from R$8,478.8 million in 2011, due mainly to a higher EBITDA and a lower effective tax rate in 2012. B.            Liquidity and Capital Resources Liquidity and Capital Resources The information in this section refers to 2013 and 2012.  Our primary sources of liquidity have historically been cash flows from operating activities and borrowings.  Our material cash requirements have included the following: ·debt service; ·capital expenditures; ·share buyback programs; ·payments of dividends and interest on shareholders’ equity; ·increases in ownership of our consolidated subsidiaries or companies in which we have equity investments; and ·investments in companies participating in the brewing, CSD & NANC and malting industries. 64


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Our cash and cash equivalents and current investment securities at December 31, 2013 and 2012 were R$11,574.4 million and R$9,450.9 million, respectively. We believe that cash flows from operating activities, available cash and cash equivalents and current investment securities, along with our derivative instruments and our access to borrowing facilities, will be sufficient to fund our capital expenditures, debt service and dividend payments going forward. Cash Flows Operating Activities Cash flows from our operating activities increased by 6.9% in 2013, to R$15,245.9 million from R$14,263.2 million in 2012.  This increase was due primarily to an increase of R$1,597.9 million in cash generated from our operations. Investing Activities Cash flows used in our investing activities decreased by 33.5% in 2013, to R$3,802.0 million from R$5,717.2 million in 2012, mainly as a result of the reduction of our investiments in acquisitions of interests in subsidiaries. Financing Activities Cash flows used in our financing activities increased by 20.2% in 2013, to R$9,385.2 million from R$7,809.9 million in 2012.  This increase was principally due to increased debt repayments in 2013 relative to 2012. The table below shows the profile of our debt instruments: Maturity Schedule of Debt Portfolio as of December 31, 2013Debt Instrument

   2014

   2015

   2016

   2017

   2018

   Thereafter

   Total(in R$ million, except percentages)BNDES Currency Basket Debt Floating Rate:Currency Basket Debt Floating Rate

   153.3

   102.9

   69.8

   16.5

   

   

   342.4UMBNDES + Average Pay Rate

   1.76%

   1.75%

   1.74%

   1.70%

   

   

   1.75%International Debt:Other Latin America Currency Fixed Rate

   -

   -

   46.6

   -

   

   

   46.6Average Pay Rate

   -

   -

   13.00%

   -

   

   

   13.00%Other Latin America Currency Floating Rate

   17.9

   -

   11.1

   -

   

   -

   29.0%Average Pay Rate

   9.01%

   -

   6.54%

   -

   

   -

   8.07%US$ Fixed Rate

   123.4

   36.8

   -

   -

   

   -

   160.2Average Pay Rate

   0.69%

   0.69%

   -

   -

   

   -

   0.69%US$ Floating Rate

   171.1

   61.4

   90.2

   34.5

   3.4

   18.6

   379.2Average Pay Rate

   1.82%

   2.42%

   1.35%

   2.06%

   6.00%

   6.00%

   2.07%ReaisDenominated Debt Floating Rate – TJLP:Notional Amount

   513.0

   412.7

   275.7

   52.7

   

   

   1,254.0TJLP + Average Pay Rate

   7.16%

   7.17%

   7.18%

   7.30%

   

   

   7.17%ReaisDebt - ICMS Fixed Rate:Notional Amount

   26.9

   52.4

   34.1

   7.3

   15.0

   54.6

   190.2Average Pay Rate

   3.01%

   3.01%

   3.01%

   3.01%

   3.01%

   63.01%

   3.01%ReaisDebt - Fixed Rate:Notional Amount

   35.1

   29.1

   21.8

   307.1

   24.1

   75.2

   492.4Average Pay Rate

   4.50%

   4.22%

   3.61%

   8.97%

   3.93%

   3.62%

   7.07%Total Debt

   1,040.6

   695.3

   549.2

   418.1

   42.5

   148.4

   2,894.0
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Borrowings Most of our borrowings are for general use, based upon strategic capital structure considerations.  Although seasonal factors affect the business, they have little effect on our borrowing requirements.  We accrue interest based on different interest rates, the most significant of which are: (1) fixed, for the 2017 notes; and (2) Currency Basket, or the UMBNDES, andTaxa de Juros de Longo Prazo(Long-Term Interest Rate),or the TJLP, for loans of the Brazilian Economic and Social Development Bank (Banco Nacional de Desenvolvimento Economico e Social), or the BNDES.  For further information, see note 22 to our audited consolidated financial statements. The following table sets forth our net cash consolidated position as of December 31, 2013 and 2012: Net Cash Consolidated PositionAs of December 31,2013

   2012LC(1)

   FC(2)

   Total

   LC(1)

   FC(2)

   Total(in R$ million)Short-term debt

   (574.9)

   (465.7)

   (1,040.6)

   (557.9)

   (279.9)

   (837.8)Long-term debt

   (1,361.8)

   (491.7)

   (1,853.5)

   (1,709.7)

   (596.2)

   (2,306.0)Total

   (1,936.7)

   (957.4)

   (2,894.0)

   (2,267.6)

   (876.1)

   (3,143.7)Cash and cash equivalents

   

   

   11,285.8

   

   

   8,974.3Investment securites

   

   

   288.6

   

   

   476.6Net cash position

   

   

   8,680.4

   

   

   6,306.9
  (1)   LC refers to our local currency indebtedness. (2)   FC refers to our foreign currency indebtedness. Short-term Debt As of December 31, 2013, our short-term debt totaled R$1,040.6 million, 44.75%% of which was denominated in foreign currencies.  As of December 31, 2012, our short-term debt totaled R$837.8 million, 20.34% of which was denominated in foreign currencies. Long-term Debt As of December 31, 2013, our long-term debt, excluding the current portion of long-term debt, totaled R$1,853.5 million, of which R$1,361.8 million was denominated in local currency.  As of December 31, 2012, our long-term debt, excluding the current portion of long-term debt, totaled R$2,306.0 million, of which R$1,709.7 was denominated inreais. The table below shows a breakdown of our long-term debt by year: As of December 31, 2013Long-term Debt Maturity in:

   (in R$ million)2015

   (695.3)2016

   (549.2)2017 and Later

   (608.9)Total

   (1,853.5)
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In accordance with our foreign currency risk management policy, we have entered into forward and cross-currency interest rate swap contracts in order to mitigate currency and interest rate risks.  See “Item 11. Quantitative and Qualitative Disclosures About Market Risk” for our policy with respect to mitigating foreign currency and interest rate risks through the use of financial instruments and derivatives. On July 24, 2007, AmBev International Finance Co. Ltd., or Ambev International, issued R$300 million in bonds with a fixed interest of 9.500% per annum and a maturity date of July 24, 2017, or the 2017 notes, to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on Regulation S, fully guaranteed by Ambev.  The bonds are unsecured and unsubordinated obligations of Ambev International and are fully and unconditionally guaranteed by Ambev.  The guarantee ranks equally in right of payment with all of Ambev’s other unsecured and unsubordinated debt obligations (except for statutorily preferred credits set forth in Brazilian bankruptcy laws).  The bonds are denominated inreais, but both principal and interest are paid in U.S. dollars at the prevailing exchange rate at the applicable payment date.  Interest is paid semiannually in arrears, starting January 24, 2008.  The net proceeds of the offering were used for the repayment of short-term debt and for general corporate purposes by Ambev and its subsidiaries.  In February 2009, we completed a SEC-registered exchange offer for these notes. As of December 31, 2013, our local currency long-term debt borrowings consisted primarily of BNDES debts.  Long-term local currency also includes long-term plant expansion and other loans from governmental agencies and special BNDES credit lines and programs, such as the Fund for Financing the Acquisition of Industrial Machinery and Equipment (FINAME) and the Enterprise Financing Program (FINEM). We may from time to time seek to retire or repurchase our outstanding debt, including our 2017 notes, through cash repurchases and/or exchanges for other securities, in open market purchases, privately negotiated transactions or otherwise.  Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.  The amounts involved may be material, and notes repurchased may be cancelled or resold, but will only be resold in compliance with relevant registration requirements or available exemptions under applicable securities laws. Secured Debt Certain loans provided by the BNDES are secured by some of our facilities and some of our equipment (mainly coolers). Sales Tax Deferrals and Other Tax Credits Many States in Brazil offer tax benefits programs to attract investments to their regions.  We participate in ICMS Value-Added Tax Credit Programs offered by various Brazilian States which provide (1) tax credits to offset ICMS Value-Added Tax payables and (2) ICMS Value-Added Tax deferrals.  In return, we are required to meet certain operational requirements including, depending on the State, production volume and employment targets, among others.  All of these conditions are included in specific agreements between Ambev and the State governments.  In the event that we do not meet the program’s targets, future benefits may be withdrawn.  The total amount deferred (financing) as of December 31, 2013 was R$190.2 million with a current portion of R$26.8 million, and R$163.4 million as non-current.  Percentages deferred typically range from 50% to 90% over the life of the program.  Balances deferred generally accrue interest and are partially inflation indexed, with adjustments generally set at 60% to 80% of a general price index.  The grants (tax waivers) are received over the lives of the respective programs.  In the years ended December 31, 2013 and 2012, we recorded R$794.9 million and R$531.7 million, respectively, of tax credits as gains on tax incentive programs. Capital Investment Program In 2013, consolidated capital expenditures on property, plant and equipment and intangible assets totaled R$3,800.8 million consisting of R$2,948.5 million for our Latin America North business segment, R$643.9 million related to investments in our Latin America South operations and R$208.4 million related to investments in Canada.  These expenditures primarily included investments in capacity expansion, quality controls, automation, modernization and replacement of packaging lines, innovations, warehousing for direct distribution, coolers, expenditures for the replacement of bottles and crates, market assets from former dealers, and continued investments in information technology. In 2012, consolidated capital expenditures on property, plant and equipment and intangible assets totaled R$3,014.0 million consisting of R$2,304.4 million for our Latin America North business segment, R$555.3 million related to investments in our Latin America South operations and R$154.3 million related to investments in Canada.These expenditures primarily included investments in capacity expansion, quality controls, automation, modernization and replacement of packaging lines, innovations, warehousing for direct distribution, coolers, expenditures for the replacement of bottles and crates, market assets from former dealers, and continued investments in information technology. 67


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C.            Research and Development We maintain a research and development center in the city of Guarulhos, State of São Paulo, in order to assure continuous product innovation and yearly increases in efficiency. D.            Trend Information For detailed information regarding the latest trends in our business, see “—A. Operating Results—Year Ended December 31, 2013 Compared to Year Ended December 31, 2012.” In 2013, we translated our Argentine full year results at the average exchange rate of 2.5246 Argentinean pesos per each Brazilianreal.  The effect of the recent devaluation of the Argentine peso in January 2014 on the translation of the balance sheet and results of operations of our Argentine subsidiary, and any further devaluations of this currency in the future (if any), will decrease the value we record in our consolidated financial statements for our net assets in Argentina given that our functional currency is the Brazilianreal(and not the Argentine peso).  The translation of the results of operations and cash flows of our operations in Argentina will also be impacted accordingly.  See “Item 3. Risk Factors—Risks Relating to Our Operations—Our results of operations are affected by fluctuations in exchange rates.” E.            Off-balance Sheet Arrangements We have a number of off-balance sheet items which have been disclosed elsewhere in this annual report, under “Item 4. Information on the Company—B. Business Overview—Beer and CSD Production Process—Sources and Availability of Raw Materials”, under “Item 4. Information on the Company—B. Business Overview—Beer and CSD Production Process—Packaging” and under “Item 17. Financial Statements”, note 29, “Collateral and contractual commitments with suppliers, advances from customers and other.”  Off-balance sheet items include future commitments with suppliers of R$12,218.7 million as of December 31, 2013, as set forth in the table below: Contractual Obligation

   As of December 31, 2013(in R$ million)Purchase commitments with respect to property, plant and equipment

   775.8Purchase commitments with respect to raw materials

   682.4Purchase commitments with respect to packaging materials

   10,087.2Other purchase commitments

   673.3Total

   12,218.7
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F.            Commitments and Contingencies (Tabular Disclosure of Contractual Obligations) The following table and discussion provide additional disclosure regarding our material contractual obligations and commercial commitments as of December 31, 2013: Payments Due by PeriodContractual Obligations

   Total

   Less Than 1 Year

   1-3 Years

   3-5 Years

   More Than5 Years(in R$ million)Short-term and long-term debt*

   3,349.1

   1,182.4

   1,387.7

   527.0

   252.0Finance leasing liabilities

   26.6

   3.0

   5.5

   5.1

   13.0Trade and other payables

   14,856.3

   12,995.4

   178.7

   121.4

   1,560.8Sales tax deferrals

   756.2

   84.6

   200.2

   71.7

   399.7Total contractual cash commitments

   18,988.3

   14,265.4

   1,772.1

   725.2

   2,225.5
  *      The long-term debt amounts presented above differ from the amounts presented in the financial statements in that they include our best estimates on future interest payable (not yet accrued) in order to better reflect our future cash flow position.  Long-term debt amounts presented above also include other unsecured debts. The above table does not reflect contractual commitments discussed above in “—Off-Balance Sheet Arrangements.” We are subject to numerous commitments and contingencies with respect to tax, labor, distributors and other claims.  To the extent that we believe it is probable that these contingencies will be realized, they have been recorded in the balance sheet.  We have estimated the total exposures of possible (but not probable) losses, which are not recorded as liabilities, to be R$16,051.3 million as of December 31, 2013.  These are not considered commitments.  Our estimates are based on reasonable assumptions and management assessments, but should the worst case scenario develop, subjecting us to losses in all cases, our expected net impact on the income statement would be an expense for this amount. Tax Amnesty and Refinancing Program We are enrolled in the Tax Amnesty and Refinancing Program (REFIS), introduced by Law No. 11,941/09.  Under this program, we agreed to pay R$374.8 million in 180 monthly installments, as from June 2011, in return for ceasing to dispute certain tax amounts.  As of December 31, 2013, the total amount due relating to such Tax Amnesty and Refinancing Program is of R$239.2 million, recorded under the “Other taxes, charges and contributions” line item of our income statement. Pursuant to Law No. 12,865/13, which allowed the inclusion of additional disputed tax amounts in the 2009 Tax Amnesty and Refinancing Program provided by Law No. 11,941/09, we included in the referred program certain additional disputed tax amounts that we had been previously litigating.  As of December 31, 2013, the tax liabilities that we included in 2013 in the 2009 Tax Amnesty and Refinancing Program totaled R$178.4 million.   69


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ITEM 6.                DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A.            Directors and Senior Management The Board of Directors oversees Ambev’s executive officers.  The Board of Directors is currently comprised of eleven effective members and one alternate member, and provides the overall strategic direction of Ambev.  Directors are elected at general shareholders’ meetings for a three-year term, re-election being permitted.  Day-to-day management is delegated to the executive officers of Ambev, of which there are currently ten.  The Board of Directors appoints executive officers for a three-year term, re-election being permitted.  The Ambev Shareholders’ Agreement regulates the election of directors of Ambev by the controlling shareholders.  See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders—Ambev’s Major Shareholders—Ambev Shareholders’ Agreement—Management of Ambev.” Directors The following table sets forth information with respect to the directors of Ambev, as of February 28, 2014: Board of Directors(1) Name

   Age

   Position

   Director Since(2)

   TermExpires (3)Victorio Carlos De Marchi

   75

   Co-Chairman and Director

   1999

   2017Carlos Alves de Brito

   53

   Co-Chairman and Director

   2006

   2017Marcel Herrmann Telles

   64

   Director

   1999

   2017Roberto Moses Thompson Motta

   56

   Director

   2008

   2017José Heitor Attilio Gracioso

   82

   Director

   1999

   2017Vicente Falconi Campos

   73

   Director

   1999

   2017Luis Felipe Pedreira Dutra Leite

   48

   Director

   2005

   2017Paulo Alberto Lemann

   45

   Director

   2011

   2017Álvaro Antonio Cardoso de Souza

   65

   Director

   2012

   2017Antonio Carlos Augusto Ribeiro Bonchristiano

   46

   Director (Independent)

   2014

   2017Marcos de Barros Lisboa

   49

   Director (Independent)

   2014

   2017Luiz Fernando Ziegler de Saint Edmond

   47

   Director (Alternate)

   2008

   2017
  (1)   Victorio Carlos De Marchi, Co-Chairman of the Board of Directors of Ambev, was appointed by FAHZ, the former controlling shareholder of Antarctica, while Carlos Alves de Brito was appointed by ABI and is also the Chief Executive Officer of ABI.  ABI appointed five additional directors - Marcel Herrmann Telles, Roberto Moses Thompson Motta, Luis Felipe Pedreira Dutra Leite, Vicente Falconi Campos and Paulo Alberto Lemann - and the alternate director Luiz Fernando Ziegler de Saint Edmond.  FAHZ appointed two additional directors: José Heitor Attílio Gracioso and Álvaro Antonio Cardoso de Souza.  The two independent directors Antonio Carlos Augusto Ribeiro Bonchristiano and Marcos de Barros Lisboa were appointed jointly by ABI and FAHZ. (2)   Directors first elected to our board of directors prior to 2013 were originallyappointed as directors of Old Ambev.  Directors first elected to our board of directors on or after 2013 were originally elected as directors of Ambev S.A. (3)   Annual General Meeting to be held in 2017. The following are brief biographies of each of Ambev’s directors: Victorio Carlos De Marchi.  Mr. De Marchi is Co-Chairman of the Board of Directors of Ambev.  Mr. De Marchi joined Antarctica in 1961 and held various positions during his tenure, including Chief Executive Officer from 1998 to April 2000.  Mr. De Marchi was also president of the Brewing Industry National Association (Sindicerv) until February 2002 and is a member of the Orientation Committee of FAHZ.Mr. De Marchi has a degree in economics fromFaculdade de Economia, Finanças e Administracão de São Pauloand a law degree fromFaculdade de Direito de São Bernardo do Campo.  His principal business address is Rua Dr. Renato Paes de Barros, 1017, 4th floor, São Paulo, SP, Brazil. 70


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Carlos Alves de Brito.Mr. Brito is Co-Chairman of the Board of Directors of Ambev.  He has also served, since December 2005, as Chief Executive Officer of ABI.  He joined Brahma in 1989 and has held various management positions during his tenure.  He served as Chief Operating Officer of Ambev from 1999 to 2003, as Chief Executive Officer for Latin America in 2004 and as Chief Executive Officer for North America in 2005.  Mr. Brito holds a degree in mechanical engineering from theUniversidade Federal do Rio de Janeiroand an MBA from Stanford University.  His principal business address is Brouwerijplein 1, 3000, Leuven, Belgium.

Marcel Herrmann Telles.  Mr. Telles is a member of the Board of Directors of Ambev.  He served as Chief Executive Officer of Brahma from 1989 to 1999.  Currently, he is also a member of the Board of Directors of ABI.  Mr. Telles has a degree in economics fromUniversidade Federal do Rio de Janeiroand attended the Owners/Presidents Management Program at Harvard Business School.  His principal business address is Redingstrasse 4, 4th floor, CH-9000, St. Gallen, Switzerland.

Roberto Moses Thompson Motta.  Mr. Thompson is a member of the Board of Directors of Ambev.  He is also a board member of ABI and Lojas Americanas S.A.  He holds a degree in engineering fromPontifícia Universidade Católica do Rio de Janeiro, and an MBA from the Wharton School of the University of Pennsylvania.  His principal business address is 600 Third Avenue, 37th floor, New York, NY, USA.

José Heitor Attílio Gracioso.  Mr. Gracioso is a member of the Board of Directors of Ambev.  Mr. Gracioso joined Antarctica in 1946 and held various positions during his tenure.  In 1994, Mr. Gracioso was elected to Antarctica’s Board of Directors and, in 1999, he was elected Chairman of the Board of Directors, a position held until April 2000.  He holds a degree in marketing fromEscola Superior de Propaganda de São Paulo, a degree in business administration fromFundação Getulio Vargasand a degree in law fromFaculdade de Direito de São Bernardo do Campo.  His principal business address is Av. Brig. Faria Lima, 3900, 11th floor, São Paulo, SP, Brazil.

Vicente Falconi Campos.  Mr. Campos is a member of the Board of Directors of Ambev.  He is also a member of the Institutional Council of Instituto de Desenvolvimento Gerencial - INDG. Mr. Campos is also a consultant for the Brazilian government and Brazilian and multinational companies such as Grupo Gerdau, Grupo Votorantim and Mercedes-Benz.  He holds a degree in Mining and Metal Engineering fromUniversidade Federal de Minas Gerais, and M.Sc. and Ph.D. degrees from the Colorado School of Mines.  His principal business address is Rua Senador Milton Campos, 35, 7th floor, Nova Lima, MG, Brazil.

Luis Felipe Pedreira Dutra Leite.Mr. Dutra is a member of the Board of Directors of Ambev.  He has also served, since January 2005, as Chief Financial Officer of ABI.  He joined Brahma in 1990 and has held numerous positions during his tenure, including that of Chief Financial Officer and Investor Relations Officer of Ambev.  Mr. Dutra holds a degree in economics fromUniversidade Cândido Mendesand an MBA in financial management fromUniversidade de São Paulo.  His principal business address is Brouwerijplein 1, 3000, Leuven, Belgium.

Paulo Alberto Lemann.  Mr. Lemann is a member of the Board of Directors of Ambev.  He is also the co-founder of Pollux Capital, an asset management firm.  Mr. Lemann has been managing hedge funds since 1997.  Previously, he was co-founder of Synergy Fund, a fund of funds headquartered in New York.  He was also an analyst at Dynamo Administração de Recursos, an asset management firm.  Currently, he is a member of the Board of Directors of Lojas Americanas S.A., a retail company, a member of the International Board of Lone Capital Pine LLC, an asset management firm and theFundação Lemann, which main purpose is to improve public education in Brazil. Mr. Lemann holds a degree in economics fromUniversidade Cândido Mendes. His principal business address is Rua Visconde de Pirajá, 250, 7th floor, Ipanema, Rio de Janeiro, RJ, Brazil.

Álvaro Antonio Cardoso de Souza.Mr. Souza is a member of Ambev’s Board of Directors.  He served as a member of Ambev’s Fiscal Council from 2005 to March 2012, and since then has been a member of the Board of Directors of this Company. Mr. Souza holds degrees in economics and business administration fromPontifícia Universidade Católica de São Paulo. His principal business address is Rua Salvador Cardoso, 122, apt. 231, São Paulo, SP, Brazil.

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Antonio Carlos Augusto Ribeiro Bonchristiano.Mr. Bonchristianois an independent member of the Board of Directors of Ambev. He has also acted as a member of the Board of Directors of several companies, including San Antonio Internacional, Ltd., LBR – Lácteos Brasil S.A., BRZ Investimentos S.A., Estácio Participações S.A., BHG S.A. – Brazil Hospitality Group, BR Properties S.A., Equatorial Energia S.A., GP Investments, Ltd., ALL – América Latina Logística S.A., Companhia Energética do Maranhão – CEMAR, Hopi Hari S.A., Contax Participações S.A., Gafisa S.A. and Magnesita Refratários S.A.  He was also a member of the Board of Directors and Chief Executive Officer of Submarino S.A. Mr.Bonchristianohas a degree in politics, philosophy and economics from the University of Oxford.  His principal business address is Avenida Faria Lima, 3900, 7th floor, São Paulo, SP, Brazil. Marcos de Barros Lisboa. Mr. Lisboais an independent member of the Board of Directors of Ambev. He has also acted as Executive Officer of Unibanco S/A and Vice-President of Operational Insurance, Controls and Support of Itaú Unibanco S/A, both companies with main activities in the financial segment.  Further, between 2003 and 2005, he acted as Secretary of Economic Politics of Federal Revenue Office (Ministério da Fazenda). Mr. Lisboa has a degree and a masters in economics fromUniversidade Federal do Rio de Janeiroand a Ph.D. in economics from the University of Pennsylvania.  Since the end of the 80s, he has developed activities in the faculty of several teaching institutions in Brazil and abroad.  His principal business address is Rua Quatá, 300, São Paulo, SP, Brazil. Luiz Fernando Ziegler de Saint Edmond.Mr. Edmond is an alternate member of the Board of Directors of Ambev.  He has also served, since January 2009, as Zone President for ABI’s operations in North America.  He joined the Company in 1990 in the first group of trainees of Brahma and held various positions in the Distribution, Commercial and Direct Distribution Departments.  He was Sales Officer from 2002 to 2004 and Chief Executive Officer for Latin America from 2005 to 2008.  Mr. Edmond has an engineering degree fromUniversidade Federal do Rio de Janeiro.  His principal business address is One Busch Place, St. Louis, MO, USA. Executive Officers The following table sets forth information with respect to the executive officers of Ambev, as of February28, 2014: Name

   Age

   Position

   Executive Officer Since(1)

   TermExpires(2)João Mauricio Giffoni de Castro Neves

   46

   Chief Executive Officer

   2009

   2016Nelson José Jamel

   41

   Chief Financial Officer and Investor Relations Officer

   2009

   2016Alexandre Médicis da Silveira

   37

   Sales Executive Officer

   2012

   2016Flávio Barros Torres

   44

   Industrial Executive Officer

   2013

   2016Pedro de Abreu Mariani

   47

   General Counsel and Corporate Affairs Executive Officer

   2005

   2016Marcel Martins Régis

   40

   Soft Drinks Executive Officer

   2012

   2016Vinícius Guimarães Barbosa

   45

   Supply Executive Officer

   2011

   2016Sandro de Oliveira Bassili

   43

   People and Management Executive Officer

   2011

   2016Pedro Henrique de Sá Earp

   36

   Marketing Executive Officer

   2014

   2016Ricardo Rittes de Oliveira Silva

   39

   Shared Services and Information Technology Executive Officer

   2012

   2016
  (1)   Executive officers first appointed to our board of executive officers prior to 2013 were originallyappointed as executive officers of Old Ambev.  Executive officers first appointed to our board of executive officers on or after 2013 were originally appointed as executive officer of Ambev S.A. (2)   July 31, 2016. 72


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The following are brief biographies of each of Ambev’s executive officers: João Mauricio Giffoni de Castro Neves.Mr. Castro Neves is Ambev’s Chief Executive Officer.  He began working for Brahma in 1996, where he served in various departments, such as Mergers and Acquisitions, Treasury, Investor Relations, Business Development, Technology and Shared Services, and Carbonated Soft Drinks and Non-Alcoholic Non-Carbonated Beverages.  He has also held the position of Chief Financial Officer and Investor Relations Officer, and was Quinsa’s Chief Executive Officer from 2007 to 2008.  He has a degree in engineering fromPontifícia Universidade Católica do Rio de Janeiro, and holds an MBA from the University of Illinois.  His principal business address is Rua Dr. Renato Paes de Barros, 1017, 4th floor, São Paulo, SP, Brazil. Nelson José Jamel.  Mr. Jamel is Ambev’s Chief Financial Officer and Investor Relations Officer.  He joined the Company in 1997 and has held several positions in the finance area throughout his career, including head of Budgeting and Business Performance for both Ambev and ABI, Finance Director for Ambev Dominicana, and, from 2007 to 2008, Vice-President Finance for Western Europe of ABI.  He has a degree in production engineering fromUniversidade Federal do Rio de Janeiroand holds a Master’s Degree in production engineering from COPPE/UFRJ.His principal business address is Rua Dr. Renato Paes de Barros, 1017, 4th floor, São Paulo, SP, Brazil. Alexandre Médicis da Silveira.Mr. Médicis is Ambev’s Sales Executive Officer.  He started working for Ambev in 2005 as the head of the Mergers and Acquisitions department.  In 2007, he was appointed Regional Sales Officer for the North and Northeast regions of Brazil, having held the position for two years.  In 2009, he took over the Trade Marketing area, being responsible for our Trade, Innovation and Events programs until the end of 2010.  Subsequently, served as an Officer at HILA-Ex until the end of 2012. Mr. Médicis holds a bachelor’s degree in business administration from theFundação Getúlio Vargasand a Corporate MBA from Ambev.  His principal business address is Rua Dr. Renato Paes de Barros, 1017, 4th floor, São Paulo, SP, Brazil. Flávio Barros Torres.  Mr. Torres is Ambev’s Industrial Executive Officer.  He joined the Company in 1994 as a trainee and has held various positions in our industrial area throughout his career.  He holds a degree in mechanic engineering fromPontifícia Universidade Católica de Minas Gerais, a post-graduation in economics from Fundação Dom Cabral and a Corporate MBA from Ambev.His principal business address is Rua Dr. Renato Paes de Barros, 1017, 4th floor, São Paulo, SP, Brazil. Pedro de Abreu Mariani.Mr. Mariani is the General Counsel and Corporate Affairs Executive Officer of Ambev.  He joined the Company in 2004.  He holds a law degree fromPontifícia Universidade Católica do Rio de Janeiroand an LL.M. from the London School of Economics and Political Science.  His principal business address is Rua Dr. Renato Paes de Barros, 1017, 4th floor, São Paulo, SP, Brazil. Marcel Martins Régis.  Mr. Regis is Ambev’s Soft Drinks Executive Officer.  He joined Ambev in 1997 and has held several positions in the sales and trade marketing areas.  Between 2008 and 2010, he was Supermarkets Officer in Brazil until he became Regional Sales Officer in Rio de Janeiro, a position he held until December 2012. Mr. Régis holds a bachelor’s degree in marketing and advertising fromUniversidade Católica do Salvador, an MBA fromFundação Getulio Vargasand an MBA from Business School São Paulo.  His principal business address is Rua Dr. Renato Paes de Barros, 1017, 4th floor, São Paulo, SP, Brazil. Vinícius Guimarães Barbosa.  Mr. Barbosa is Ambev’s Supply Executive Officer.  During the last five years he has held various positions in the Company as well as ABI, such as Regional Director in Brazil (States of Rio de Janeiro and Minas Gerais), Logistics Executive Officer for Canada and Global Operations and Logistics Vice President.  He has a degree in engineering fromUniversidade Federal do Rio de Janeiroand holds an MBA from IBMEC.His principal business address is Rua Dr. Renato Paes de Barros, 1017, 4th floor, São Paulo, SP, Brazil. Sandro de Oliveira Bassili.Mr. Bassili is Ambev’s People and Management Executive Officer.  He has worked during 17 years in Ambev’s Sales Department, assuming the positions of Director of the Off Trade Channel and Director of Trade Marketing in Brazil.  He has also worked as Corporative Social Responsibility Manager.  He has a degree in economics fromUniversidade Estadual do Rio de Janeiro.His principal business address is Rua Dr. Renato Paes de Barros, 1017, 4th floor, São Paulo, SP, Brazil. 73


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Pedro Henrique de Sá Earp.Mr. Earp is Ambev’s Marketing Executive Officer.  He joined Ambev in 2000 as a trainee and has held various positions both with the Company and ABI, in the mergers and acquisitions and marketing areas.  He has a degree in economics from London School of Economics.His principal business address is Rua Dr. Renato Paes de Barros, 1017, 4th floor, São Paulo, SP, Brazil Ricardo Rittes de Oliveira Silva.Mr. Rittes is the Shared Services and Information Technology Executive Officer.  He joined the Company in 2005 and has held the positions of Treasury Manager for Ambev and ABI. Mr. Rittes holds a degree in production engineering fromPolitécnica de São Paulo, in addition to an MBA from the University of Chicago.  His principal business address is Rua Dr. Renato Paes de Barros, 1017, 4th floor, São Paulo, SP, Brazil. B.            Compensation The aggregate remuneration of all members of the Board of Directors and Executive Officers of Ambev in 2013 for services in all capacities amounted to R$73.2 million (fixed and variable remuneration and share-based payment), as presented below: Management’s RemunerationYear Ended December 31, 2013(inR$ million, except where otherwise indicated)Number of Members

   Fixed Remuneration

   Variable Remuneration

   Post-Employment Benefits

   Termination Benefits

   Share-based Payment

   TotalFees

   Direct and Indirect Benefits

   Remuneration for Sitting on Committees

   Others

   Bonus

   Profit Sharing

   Remuneration for Attending Meetings

   Commissions

   OthersBoard of Directors

   10

   3.8

   -

   -

   0.7

   -

   2.3

   -

   -

   -

   -

   -

   5.3

   12.1Executive Officers

   11

   8.0

   1.0

   -

   2.1

   -

   10.9

   -

   -

   -

   -

   -

   39.2

   61.1Total

   21

   11.8

   1.0

   -

   2.8

   -

   13.1

   -

   -

   

   -

   -

   44.5

   73.2
 In addition, the executive officers and members of the Board of Directors received some additional benefits provided to all Ambev employees and their beneficiaries and covered dependents, such as health and dental care.  Such benefits were provided through FAHZ.  These executive officers and directors also received benefits pursuant to Ambev’s pension and stock ownership plan.  For a description of these plans, see note 24 to our audited consolidated financial statements. On various dates in 2013, pursuant to the terms and conditions of our stock ownership plan, we acquired from our directors and executive officers a total of 4,699 preferred shares of Old Ambev for R$0.04 million and 88,500 shares of Ambev for R$1.5 million.  Such amounts were calculated and paid taking into consideration the closing market price on the day of the transaction. The table below sets forth the minimum, maximum and average individual compensation figures attributable to our and Old Ambev’s Directors, Executive Officers and Fiscal Council members for each of the indicated periods: Year Ended December 31,2013

   2012

   2011(inR$ thousand, except where otherwise indicated)Number of Members

   Minimum

   Average

   Maximum

   Number of Members

   Minimum

   Average

   Maximum

   Number of Members

   Minimum

   Average

   MaximumBoard of Directors

   10.00

   313.0

   1,224.2

   8,871.4

   9.75

   335.5

   1,883.0

   10,338.7

   10.00

   439.9

   2,272.8

   10,858.2Fiscal Council

   6.00

   156.5

   234.8

   313.0

   6.00

   147.6

   231.9

   295.2

   6.00

   116.5

   252.3

   466.2Executive Officers

   11.00

   1,731.5

   5,554.2

   20,694.4

   10.25

   1,544.9

   4,947.9

   15,731.9

   9.33

   3,214.8

   4,550.7

   16,430.6
  Ambev Stock Ownership Plan Under the Ambev Stock Option Plan, or the Plan, senior employees and management of either Ambev or its direct or indirect subsidiaries are eligible to receive stock options for Ambev common shares, including in the formof ADSs.  As of December 31, 2013, there were outstanding rights under the Plan providing for the acquisition of 147.7 million Ambev common shares by approximately 620 people (including executive management and employees). 74


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The Plan establishes the general conditions for granting options, the criteria for defining the strike price and other general terms and conditions of these stock options.  Restrictions apply to the divestment of the shares acquired through the Plan, which also defines the various duties and responsibilities of the Board of Directors as Plan Administrator, which may also be a committee, or the Plan Committee, composed of members elected by the Board of Directors, at least one of which must be an Ambev Director. Pursuant to the Plan, the Board of Directors (or the Plan Committee, as applicable) is conferred with ample powers for the organization and management of the Plan in compliance with its general terms and conditions.  The Board of Directors (orthe Plan Committee, as applicable) grants stock options and establishes the terms and conditions applicable to each grant through Stock Option Programs, or the Programs, which may define the relevant beneficiaries, the applicable number of Ambev common shares covered by the grant, the respective strike price, the exercise periods and the deadline for exercising the options, as well as the rules regarding option transfers and possible restrictions on the acquired shares, in addition to penalties.  Additionally, targets may be set for Ambev’s performance, with the Board of Directors (or the Plan Committee, as applicable) also being empowered to define specific rules for Ambev employees who are transferred to other countries or to other companies of the group, including to ABI. Beneficiaries to whom stock options are granted must sign Stock Option Agreements, or the Agreements, with Ambev, according to which those beneficiaries have the option to purchase lots of Ambev common shares in compliance with the terms and conditions of the Plan, the corresponding Program and such Agreement. There are currently two models of stock options that may be granted under the Plan.  Under the first model, beneficiaries may choose between allocating 30%, 40%, 60%, 70% or 100% of the amounts received by them as profit sharing during the year to the immediate exercise of options, thereby allowing them to acquire the corresponding amount of Ambev shares.  Under this model, a substantial part of the shares acquired are to be delivered only within five years from the corresponding option grant date.  During such five-year period, the beneficiary must remain employed at Ambev or any other company of its group.  Under the second model, the beneficiary may exercise the options granted only after a period of five years from the corresponding grant date.  Vesting of the options granted under the second model is not subject to company performance measures; however, the right to exercise such options may be forfeited in certain circumstances, including the beneficiary’s resignation or dismissal prior to the options’ vesting.  Since 2010, thirteen Programs have been approved by the Board of Directors providing for stock options granted pursuant to one or both of the models described above. Before our adoption of the two stock options models that we currently grant, as described above, six Programs were approved by the Board of Directors from 2006 to 2009 that allowed their beneficiaries to choose between allocating 50%, 75% or 100% of the amounts received by them as profit sharing during the year to the immediate exercise of options, thereby permitting them to acquire the corresponding amount of Ambev shares.  Company performance measures applied in order for those stock options to vest and the right to exercise them could be forfeited in certain circumstances, including the beneficiary’s resignation or dismissal prior to the options’ vesting.  Rights for the acquisition of a significant number of Ambev shares under this previous stock option model remain outstanding. As a means ofcreating a long term incentive (wealth incentive) for certain senior employees and members of management considered as having “high potential,”share appreciation rightsin the form of phantom stocks have been granted to those employees, pursuant to which the beneficiary shall receive two separate lots of phantom stock – Lot A and Lot B – subject to lock-up periods of five and ten years, respectively.  On the fifth or tenth anniversary of the granting of such lots, as the case may be, a beneficiary still employed with us shall receive, in cash, the amount corresponding to the BM&FBOVESPA closing price of the relevant Ambev shares (or NYSE closing price in the case of ADSs), on the trading session immediately preceding such anniversary, with each phantom stock corresponding to one share (or ADS, as the case may be).  Suchshare appreciation rightsshall not give the beneficiary the right to actually receive any Ambev shares or ADSs; those securities shall merely serve as basis for the calculation of the cash incentive to be received by such beneficiary.  Although not subject to performancemeasures, the right to receive the cash incentive deriving from the phantom stocks may be forfeited in certain circumstances, including the beneficiary’s resignation or dismissal prior to the relevant anniversary of the share appreciation right. 75


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ABI Exceptional Stock Option Grants To encourage its and its subsidiaries’ employees to help with its deleveraging efforts, ABI granted a series of stock options to its executives, including Ambev executives, that had their vesting subject to, among other things, ABI’s net debt-to-EBITDA ratio falling below 2.5 before December 31, 2013.  Such condition had been complied with at that date.  Specific forfeiture rules relating to these ABI option grants apply in case of employment termination.  Such grants were confirmed on April 28, 2009 by ABI’s annual general shareholders’ meeting.  Though the exercise of these ABI exceptional stock options will not cause any dilution to Ambev, we record an expense in connection with them on our income statement. On November 25, 2008, ABI’s board of directors had approved a grant of approximately 28 million of these exceptional stock options to several executives, including approximately 7 million options granted to Ambev executives.  Each option gave its beneficiary the right to purchase one existing common share of ABI at an exercise price of EUR 10.32, which corresponded to their fair value at the time of granting of the options.  Half of the options had a term of 10 years as from granting and became exercisable on January 1, 2014.  The other half had a term of 15 years as from granting and will become exercisable on January 1, 2019. On April 30, 2009, ABI granted another approximate 4.9 million of these stock options to approximately 50 executives of the ABI group, including approximately 1.8 million options granted to Ambev executives.  Each option gave its beneficiary the right to purchase one existing common share of ABI at an exercise price of EUR 21.94, which corresponded to their fair value at the time of granting of the options.  The options have a term of 10 years as from granting and will become exercisable on January 1, 2014. On December 18, 2009, ABI granted another approximate 1.6 million exceptional stock options to its executives, including approximately 97.8 thousand options granted to Ambev executives.  Each option gave its beneficiary the right to purchase one existing common share of ABI at an exercise price of EUR 35.90 and shall become exercisable after five years, which falls on December 18, 2014. Ambev Pension Plan Ambev’s pension plans for employees in Brazil are administered by the Ambev Private Social Security Institute (Instituto Ambev de Previdência Privada), or the IAPP.  The IAPP operates both a defined benefit pension plan (closed to new participants since May 1998) and a defined contribution plan, which supplements benefits that the Brazilian government’s social security system provides to our employees.  The defined contribution plan covers substantially all new employees.  The IAPP was established solely for the benefit of our employees and its assets are held independently.  The IAPP is managed by a Council Board (Conselho Deliberativo), which has three members, two of whom are appointed by Ambev, and one member represents active and retired employees.  The IAPP also has an Executive Board (Diretoria Executiva) containing three members, all of whom are appointed by IAPP’s Council Board.  The IAPP also has a Fiscal Council with three members, two of whom appointed by Ambev and one member represents active and retired employees. Any employee upon being hired may opt to join the defined contribution plan.  When pension plans members leave Ambev before retirement, but having contributed at least three years to the IAPP plan, they have some options such as: (a) having their contributions refunded, (b) transferring their contributions to a bank or insurance company, (c) keeping their investment in IAPP to be paid in installments, and (d) continuing to IAPP for future retirement under the existing terms.  In the event the employee leaves the Company prior to completing three years as a participant, such employee will only be entitled to refund his/her contributions to the plan. As of December 31, 2013, we had 5,088 participants in our pension plans, including 696 participants in the defined benefit plan, 4,392 participants in the defined contribution plan, and 1,174 retired or assisted participants. 76


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Plan assets are comprised mainly of equity securities, government and corporate bonds and real estate properties.  All benefits are calculated and paid in inflation-indexedreais. Labatt provides pension plan benefits in the defined contribution model and in the defined benefit model to its employees, as well as certain post-retirement benefits. For information on amount recorded by us on December 31, 2013 as liabilities for pension plan benefits, see note 23 to our audited consolidated financial statements, included elsewhere in this annual report on Form 20-F. Profit-Sharing Plan Employees’ performance-based variable bonuses are determined on an annual basis taking into account the achievement of corporate, department or business-unit and individual goals, established by the Board of Directors. The distribution of these bonuses is subject to a three-tier system in which Ambev must first achieve performance targets approved by the Board of Directors.  Following that, each department or business segment must achieve its respective targets. For employees involved in operations, we have a collective award for production sites and distribution centers with outstanding performances.  The bonus award at the distribution centers and production sites is based on a ranking between the different distribution centers and production sites (as the case may be), which, based on their relative ranking, may or may not receive the bonus. We provisioned R$302.8 million under these programs for the year ended December 31, 2013, R$288.0 million for the year ended December 31, 2012 and R$162.5 million for the year ended December 31, 2011. C.            Board Practices During 2013 management held individual and group meetings with shareholders, investors and analysts to talk about the performance of our business and our opportunities for growth both in the short-term as well as in the future.  We also participated in conferences and road shows in Brazil, the United States, Mexico and Europe.  We hosted quarterly conference calls, transmitted simultaneously on the Internet, to clarify financial and operating results as well as answered questions from the investment community. Fiscal Council(Conselho Fiscal) Ambev’s Fiscal Council is a permanent body.  At our extraordinary shareholders’ meeting held on July 30, 2013, the members of the Fiscal Council were appointed for a term expiring upon the annual general shareholders’ meeting of 2014: Celso Clemente Giacometti, James Terence Coulter Wright and Mário Fernando Engelke, and, as alternates, Ary Waddington, Emanuel Sotelino Schifferle and Eurípedes de Freitas.  All of them are “independent” members as per Rule 10I(c)(v) of the Sarbanes-Oxley Act of 2002. The responsibilities of the Fiscal Council include supervision of management, performing analyses and rendering opinions regarding our financial statements and performing other duties in accordance with the Brazilian Corporation Law and its charter.  None of the members of the Fiscal Council is also a member of the Board of Directors or of any committee of the Board. Minority holders representing at least 10% of our common shares are entitled to elect one member and respective alternate to the Fiscal Council without the participation of the controlling shareholders. We have relied on the exemption provided for under Rule 10A-3(c)(3) of the Sarbanes-Oxley Act of 2002, which enables us to have our Fiscal Council perform the duties of an audit committee for the purposes of such Act, to the extent permitted by Brazilian law.  We do not believe that reliance on this exemption would materially adversely affect the ability of our Fiscal Council to act independently and to satisfy the other requirements of such Act.  77


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The Board of Directors Most of our Board members have been in office for several years, originally as directors of Old Ambev, and were elected to the Board of Directors of Ambev at the Company’s extraordinary general shareholders’ meeting held on January 2, 2014, for a 3-year term expiring at the annual general shareholders’ meeting to be held in 2017.  These Board members use their extensive knowledge of our business to help ensure that we reach our long-term goals, while maintaining our short-term competitiveness.  Another objective of the Board of Directors is to encourage us to pursue our short-term business goals without compromising our long-term sustainable growth, while at the same time trying to make sure that our corporate values are observed. Common shareholders holding at least 10% of our capital may elect one member and respective alternate to the Board of Directors without the participation of the controlling shareholders.  To exercise these minority rights, shareholders must prove that they have held the shares for at least three months prior to the shareholders’ meeting convened to elect board members.  If that prerogative is exercised with the adoption of cumulative voting procedures, as described below, the controlling shareholder will always have the right to elect the same number of members appointed by minority shareholders plus one, regardless of the number of directors provided in our bylaws. Shareholders holding shares representing at least 10% of our capital, or a smaller applicable percentage according to a sliding scale determined by the CVM and based on a company’s capital stock (currently 5% of the Ambev common shares, pursuant to the CVM’s sliding scale) have the right to request that cumulative voting procedures be adopted.  Under such procedures, each of our common shares shall entitle as many votes as the number of director positions to be filled, and each shareholder may cast all of his or her votes for a single candidate or distribute them among various candidates. Under our bylaws, at least two members of the Board of Directors shall be independent directors.  For the applicable director independence criteria, see “Item 10. Additional Information—B. Memorandum and Articles of Association—Board of Directors.” Ambev’s Co-Chairmen of the Board of Directors and the Chief Executive Officer are separate positions that must be held by different individuals.  The Board of Directors is supported in its decision-making by the following committees: Operations, Finance and Compensation Committee The Operations, Finance and Compensation Committee is the main link between the policies and decisions made by the Board of Directors and Ambev’s management team.  The Operations, Finance and Compensation Committee’s responsibilities include: ·to present medium and long-term planning proposals to the Board of Directors; ·to analyze and issue an opinion on the decisions of the Board of Directors regarding the compensation policies for the Board of Directors and Executive Management, including their individual compensation packages, to help ensure that the members of the Board and executive management are being adequately motivated to reach an outstanding performance in consideration for proper compensation; ·to monitor the investors relations strategies and the performance of our rating, as issued by the official rating agencies; ·to monitor the evaluation of the executive officers, senior management and their respective succession plans; ·to analyze, monitor and propose to the Board of Directors suggestions regarding legal, tax and relevant regulatory matters; 78


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·to analyze and monitor our annual investment plan; ·to analyze and monitor growth opportunities; ·to analyze and monitor our capital structure and cash flow; and ·to analyze and monitor the management of our financial risk, as well as budgetary and treasury policy. The current members of the Committee are Messrs. Victorio Carlos De Marchi (Chairman), Luis Felipe Pedreira Dutra Leite, Marcel Herrmann Telles, Roberto Moses Thompson Motta and Carlos Alves de Brito.  Throughout the year, the Operations and Finance Committee holds at least four meetings.  The members of this committee are elected by the Board of Directors. Compliance Committee The Compliance Committee’s responsibilities are to assist the Board of Directors with the following matters: ·related party transactions; ·any general conflict of interest situations; ·compliance, by the Company, with legal, regulatory and statutory provisions concerning related-party transactions; ·compliance, by the Company, with legal, regulatory and statutory provisions concerning antitrust matters; and ·other matters the Board of Directors may consider relevant and in the interest of the Company. The current members of the Compliance Committee are Messrs. Victorio Carlos De Marchi (Chairman), José Heitor Attilio Gracioso, Álvaro Antônio Cardoso de Souza and Bolívar Moura Rocha.  The members of this committee are elected by the Board of Directors. Differences Between United States and Brazilian Corporate Governance Practices In November 2003, the SEC approved the new corporate governance rules that had been adopted by the NYSE pursuant to the Sarbanes-Oxley Act of 2002.  According to those governance rules, foreign private issuers that are listed on the NYSE must disclose the significant differences between their corporate governance practices and those required by the NYSE’s regulations for U.S. companies. In Brazil, the CVM has provided guidance to the market with a set of recommendations on differentiated corporate governance practices which are not required but recommended.  Additionally, the BM&FBOVESPA and the IBGC-Brazilian Institute of Corporate Governance have developed guidelines for corporate governance best practices. The principal differences between the NYSE corporate governance standards and our corporate governance practices are as follows: Independence of Directors and Independence Tests NYSE corporate governance standards require listed companies to have a majority of independent directors and set forth the principles by which a listed company can determine whether a director is independent. “Controlled companies” such as Ambev need not to comply with this requirement.  Nonetheless, our bylaws require that at leasttwo of our directors be independent.  In addition, our bylaws set forth that directors elected by a separate ballot vote of minority shareholders holding at least 10% of our capital stock shall be deemed independent.  79


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As of the date of this annual report on Form 20-F, all of our directors, including the independent ones, had been appointed by our controlling shareholders. The Brazilian Corporation Law and the CVM establish rules in relation to certain qualification requirements and restrictions, compensation, duties and responsibilities of a company’s executives and directors. Executive Sessions NYSE corporate governance standards require non-management directors of a listed company to meet at regularly scheduled executive sessions without management. According to the Brazilian Corporation Law, up to one-third of the members of the Board of Directors can also hold executive officer positions.  However, none of our directors holds an executive officer position at this time and, accordingly, we believe we would be in compliance with this NYSE corporate governance standard if we were a U.S. company. Nominating/Corporate Governance and Compensation Committees NYSE corporate governance standards require that a listed company have a nominating/corporate governance committee and a compensation committee each composed entirely of independent directors with a written charter that addresses certain duties.  “Controlled companies” such as Ambev need not to comply with this requirement. In addition, we are not required under the Brazilian Corporation Law to have, and accordingly we do not have, a nominating committee or corporate governance committee.  According to the Brazilian Corporation Law, Board committees may not have any specific authority or mandate since the exclusive duties of the full Board of Directors may not be delegated.  The role of the corporate governance committee is generally performed by either our Board of Directors or our executive officers. Audit Committee and Audit Committee Additional Requirements NYSE corporate governance standards require that a listed company have an audit committee composed of a minimum of three independent members that satisfy the independence requirements of Rule 10A-3 under the Exchange Act, with a written charter that addresses certain duties. We maintain a permanent Fiscal Council, which is a body contemplated by the Brazilian Corporation Law that operates independently from our management and from our registered independent public accounting firm.  Its principal function is to examine the annual and quarterly financial statements and provide a formal report to our shareholders.  We are relying on the exemption provided by Rule 10A-3(c)(3) and believe that our reliance on this exemption will not materially affect the ability of the Fiscal Council to act independently and to satisfy the other requirements of Rule 10A-3. Shareholder Approval of Equity Compensation Plans NYSE corporate governance standards require that shareholders of a listed company must be given the opportunity to vote on all equity compensation plans and material revisions thereto, subject to certain exceptions. Our existing stock ownership plan was approved by our extraordinary general shareholders’ meeting held on July 30, 2013.  80


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Corporate Governance Guidelines NYSE corporate governance standards require that a listed company must adopt and disclose corporate governance guidelines that address certain minimum specified standards, which include, director qualification standards, director responsibilities, director access to management and independent advisors, director compensation, director orientation and continuing education, management succession and annual performance evaluation of the Board. We believe the corporate governance guidelines applicable to us under the Brazilian Corporation Law are consistent with the guidelines established by the NYSE.  We have adopted and observe our Manual on Disclosure and Use of Information and Policies for Trading with Securities issued by Ambev which deals with the public disclosure of all relevant information as per CVM’s guidelines, as well as with rules relating to transactions involving the dealing by our management and controlling shareholders in our securities. Code of Business Conduct NYSE corporate governance standards require that a listed company must adopt and disclose a code of business conduct and ethics for directors, officers and employees and promptly disclose any waivers of the code for directors or officers. We have adopted a Code of Business Conduct that applies to all directors, officers and employees.  There are no waivers to our Code of Business Conduct. Certification Requirements NYSE corporate governance standards require that each listed company’s chief executive officer certify to the NYSE each year that he or she is not aware of any violation by the company of the NYSE corporate governance standards. As required by Section 303A.12(b) of the NYSE corporate governance standards, our Chief Executive Officer will promptly notify the NYSE in writing after our executive officer becomes aware of any material non-compliance with any applicable provisions of the NYSE corporate governance standards. D.            Employees As of December 31, 2013, we and our subsidiaries had a total of 52,964 employees, approximately 54% of whom were engaged in production, 42% in sales and distribution and 4% in administration. The following table sets forth the total number of our employees as of the end of the periods indicated: As of December 31,2013

   201252,964

   51,299
 The following table shows the geographical distribution of our employees as of December 31, 2013: Geographical Distribution of Ambev Employees as of December 31, 2013Location

   Number of EmployeesLatin America North

   37,721Brazil

   33,620Dominican Republic

   3,715Guatemala

   387Latin America South

   10,482Argentina

   5,728Paraguay

   663Bolivia

   1,696Uruguay

   695Chile

   340Peru

   1,037Ecuador

   323Canada

   4,761Total

   52,964
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Industrial Relations All of our employees in Brazil are represented by labor unions, but only less than 5% of its employees in Brazil are actually members of labor unions.  The number of administrative and distribution employees who are members of labor unions is not significant.  Salary negotiations are conducted annually between the workers’ unions and us.  Collective bargaining agreements are negotiated separately for each facility or distribution center.  Our Brazilian collective bargaining agreements have a term of one year, and we usually enter into new collective bargaining agreements on or prior to the expiration of the existing agreements.  We conduct salary negotiations with labor unions in accordance with local law for our employees located in our HILA-Ex, Latin America South and Canadian operations. Health and Severance Benefits In addition to wages, our employees receive additional benefits.  Some of these benefits are mandatory under Brazilian law, some are provided for in collective bargaining agreements and others are voluntarily granted.  The benefits packages of our employees in Brazil consist of benefits provided both directly by the Company and through FAHZ, which provides medical, dental, educational and social assistance to current and retired employees of Ambev and their beneficiaries and covered dependents, either for free or at a reduced cost.  We may voluntarily contribute up to 10% of our consolidated net income towards the support of FAHZ in connection with these benefits, as determined pursuant to the Brazilian Corporation Law and our bylaws. We are required to contribute 8% of each Brazilian employee’s gross pay to an account maintained in the employee’s name with the Brazilian government’s Severance Indemnity Fund (Fundo de Garantia por Tempo de Serviço), or the FGTS.  Under Brazilian law, we are also required to pay termination benefits to Brazilian employees dismissed without cause equal to 40% (plus 10% to the Brazilian government) of the accumulated contributions made by us to the terminated employee’s FGTS account throughout the employee’s period of service. We provide health and benefits in accordance with local law for our employees located in our HILA-Ex, Latin America South and Canadian operations. E.            Share Ownership The following table shows the amount and percentage of our shares held by members of our Board of Directors and by executive officers as of February 28, 2013: Name

   Amount and Percentageof Common SharesVictorio Carlos De Marchi(1)

   *Carlos Alves de Brito(1)

   *Marcel Herrmann Telles(1)(2)

   *Roberto Moses Thompson Motta

   *José Heitor Attílio Gracioso(1)

   *Vicente Falconi Campos

   *Luis Felipe Pedreira Dutra Leite

   *
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Name

   Amount and Percentageof Common SharesPaulo Alberto Lemann

   *Álvaro Antonio Cardoso de Souza(1)

   *Antonio Carlos Augusto Ribeiro Bonchristiano

   *Marcos de Barros Lisboa

   *Luiz Fernando Ziegler de Saint Edmond

   *João Mauricio Giffoni de Castro Neves(1)

   *Nelson José Jamel

   *Alexandre Médicis da Silveira

   *Pedro de Abreu Mariani

   *Marcel Martins Régis

   *Vinícius Guimarães Barbosa

   *Flávio Barros Torres

   *Sandro de Oliveira Bassili

   *Pedro Henrique de Sá Earp

   *Ricardo Rittes de Oliveira Silva

   *
  *      Indicates that the individual holds less than 1% of the class of securities. (1)   These Board members are also trustees of FAHZ.  For information regarding the shareholdings of FAHZ in Ambev, see “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders—Ambev’s Major Shareholders.” (2)   Does not include shares beneficially owned by Mr. Telles through his interest in ABI.  Mr. Telles is part of the controlling group of ABI.  See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders—Ambev’s Major Shareholders—Ambev Shareholders’ Agreement.”  83


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ITEM 7.                MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A.            Major Shareholders Introduction Ambev has only one class of shares (i.e., voting common shares), including in the form of ADSs (evidenced by ADRs), with each ADS representing one Ambev common share.  The Ambev common shares and ADSs are registered under the Exchange Act.  As of January 31, 2014, Ambev had 15,664,293,766 shares outstanding.  As of January 31, 2014, there were 1,374,790,968 Ambev ADSs outstanding (representing 1,374,790,968 Ambev shares, which corresponds to 8.8% of the total Ambev shares outstanding).  The Ambev shares held in the form of ADSs under the Ambev ADS facilities are deemed to be the shares held in the “host country” (i.e., the United States) for purposes of the Exchange Act.  In addition, as of January 31, 2014 there were 103 registered holders of Ambev ADSs. Control Our two direct controlling shareholders, IIBV and AmBrew, both of which are subsidiaries of ABI, together with FAHZ, held in aggregate 71.5% our total and voting capital stock (excluding treasury shares) as of December 31, 2013. ABI indirectly holds shares in us representing 61.9% of our total and voting capital stock (excluding treasury shares) as of December 31, 2013.  ABI thus has control over us, even though (1) ABI remains subject to the Ambev Shareholders’ Agreement and (2) ABI is jointly controlled by the Braco Group and the Interbrew Founding Families.  For further information on these matters see “Item 4. Information on the Company—A. History and Development of the Company—The InBev-Ambev Transactions” and “—Ambev’s Major Shareholders—Ambev Shareholders’ Agreement.” Share Buyback In 2013, we acquired 1,758,022 Ambev shares and 338,737 Old Ambev shares in connection with preemptive rights related to stock ownership plans, at a total cost of R$59.1 million. In 2012, we acquired 898,640 Old Ambev shares in connection with preemptive rights related to stock ownership plans, at a total cost of R$69.0 million.  In accordance with CVM rules, share buyback programs may be conducted through the issuance of put and call options (provided that the volume of such options issued multiplied by their respective strike prices does not exceed the limit established for the plan), and the amount of shares to be kept in treasury may not exceed the equivalent to 10% of the free float of each class of shares.  For a further description of our share buyback programs, see “Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.” Ambev’s Major Shareholders The following table sets forth information as of January 31, 2014, with respect to any person known to us to be the beneficial owner of 5% or more of our outstanding shares: **Shareholder**

   Amount and Percentageof Common SharesThe Bank of New York Mellon – ADR Department(1)

   1,374,790,968

   8.8%Interbrew International B.V

   8,430,158,807

   53.8%AmBrew S.A

   1,263,946,223

   8.1%FAHZ(2)

   1,501,432,405

   9.6%
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(1)   Represents the number of shares held in the form of ADSs.  The Bank of New York Mellon is the depositary of Ambev shares in accordance with the deposit agreement entered into with Ambev and the owners of Ambev ADSs.

(2)   Messrs. Marcel Herrmann Telles and Carlos Alves Brito, all of whom are ABI-appointed directors of Ambev, are also trustees of FAHZ.

For a description of our major shareholders’ voting rights, see “—Ambev Shareholders’ Agreement.”

#### Ambev Shareholders’ Agreement

On April 16, 2013, ABI (through IIBV and AmBrew) and FAHZ executed a shareholders’ agreement to be applicable to Ambev, or the Ambev Shareholders’ Agreement.  The Ambev Shareholders’ Agreement will be effective up to and including July 1, 2019, and will be replaced by a new shareholders’ agreement, or the 2019 Shareholders’ Agreement, to be effective starting on July 2, 2019, as long as at that time FAHZ holds at least 1,501,432,405 Ambev common shares, adjusted for any future share dividends, stock-splits and reverse stock-splits (see “—The 2019 Shareholders’ Agreement”).

The parties to the Ambev Shareholders’ Agreement are IIBV and AmBrew, which represent ABI’s beneficial interest in Ambev, and FAHZ, as well as Ambev, as intervening party, and ABI, as intervening third-party beneficiary.  Among other matters, the Ambev Shareholders’ Agreement governs the voting of the Ambev common shares subject to the agreement and the voting by Ambev of the shares of its majority-owned subsidiaries.  The following discussion relates to the Ambev Shareholders’ Agreement.

##### Management of Ambev

Although each Ambev common share entitles its holder to one vote in connection with the election of Ambev’s Board of Directors, Ambev’s direct controlling shareholders (i.e., FAHZ, IIBV and AmBrew) have the ability to elect the majority of Ambev’s directors.

If cumulative voting is exercised together with the separate ballot vote of minority shareholders, thereby resulting in the number of directors so elected being equal to or greater than the number of directors elected by Ambev’s controlling shareholders, those controlling shareholders are entitled to elect the same number of Board members elected by minority shareholders plus one additional director, regardless of the maximum number of directors provided for in Ambev’s bylaws.

Presently, under the Ambev Shareholders’ Agreement each of FAHZ, IIBV and AmBrew are represented on the Board of Directors of Ambev and its majority-owned subsidiaries and, in addition to the members and respective alternates that they are entitled to appoint, each of FAHZ, on the one hand, and IIBV and AmBrew, on the other, may appoint up to two observers without voting rights to attend Ambev’s Board meetings.  The Boards of Directors of Ambev and its majority-owned subsidiaries are to be composed of at least three and no more than 15 regular members and the same number of alternates, with a term of office of three years with reelection being permitted.

FAHZ will have the right to appoint four directors and their respective alternates to the Boards of Directors of Ambev and its majority-owned subsidiaries, as long as it maintains ownership of at least 1,501,432,405 Ambev common shares (adjusted for any future share dividends, stock-splits and reverse stock-splits).  FAHZ held 1,501,432,405 Ambev common shares immediately after the Old Ambev-Ambev S.A. stock swap merger approved in July 2013.  Under the Ambev Shareholders’ Agreement, FAHZ is not entitled to appoint more than four members to Ambev’s Board of Directors in the event that its holding of Ambev common shares increases.  FAHZ will always be entitled to appoint at least one member to Ambev’s Board of Directors, as long as it holds a minimum of 10% of the Ambev common shares.  IIBV and AmBrew have the right to appoint members and respective alternates to the Boards of Directors of Ambev and its majority-owned subsidiaries in a number proportionate to the number of members appointed by FAHZ.  Such proportion is based on the ratio between FAHZ’s holding and the joint holding of IIBV and AmBrew in the Ambev common shares.

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The Ambev Shareholders’ Agreement provides that Ambev will have two Co-Chairmen with identical rights and duties, with one being appointed by FAHZ and the other jointly by IIBV and AmBrew.  In the event of a deadlock, neither of the Co-Chairmen has a deciding vote on matters submitted to Ambev’s Board of Directors.

Each of FAHZ, IIBV and AmBrew may remove a director that it has appointed to the Board of Directors of Ambev or its majority-owned subsidiaries, and each also has the right to appoint the respective replacement or a new alternate, if the originally appointed alternate is confirmed for the vacant position.

The Ambev Shareholders’ Agreement establishes that the shareholders may, by consensus, establish committees of the Board with the purpose of looking into specific matters, the analyses of which require that their members have specific technical knowledge.

##### Preliminary Meetings and Exercise of Voting Right

On matters submitted to a vote of the shareholders or their representatives on the Board of Directors of Ambev or its majority-owned subsidiaries, FAHZ, IIBV and AmBrew have agreed to endeavor to first reach a consensus with respect to voting their common shares of each of Ambev and its majority-owned subsidiaries, and have agreed on the manner to direct their representatives to vote on the matter being submitted.  The Ambev Shareholders’ Agreement provides that the parties shall hold a preliminary meeting in advance of all meetings of shareholders or the Board of Directors of Ambev or of its majority-owned subsidiaries, with the purpose of discussing and determining a consensus position to be taken by the parties in such meetings.

If the parties fail to reach a consensus with respect to a particular matter, the position to be adopted by the parties to the Ambev Shareholders’ Agreement will be determined by the shareholders or group of shareholders holding a majority of the Ambev common shares, which currently is constituted of IIBV and AmBrew.  However, this rule does not apply in connection with the election of members of the Board of Directors, as described above under “—Management of Ambev,” and with respect to matters that require unanimous approval by FAHZ, IIBV and AmBrew, as follows:

·any amendment to the bylaws of Ambev and/or any of its majority-owned subsidiaries with the purpose of amending:  (1) the corporate purpose, (2) the term of duration, and/or (3) the composition, powers and duties of management bodies;

·the approval of the annual investment budget of Ambev and/or any of its majority-owned subsidiaries when the amount of the investments exceeds 8.7% of the net sales of Ambev foreseen for the same fiscal year;

·the designation, dismissal and substitution of the Chief Executive Officer (Diretor Geral) of Ambev;

·the approval of, or amendment to, the compensation policy for the Board of Directors and the executive officers of Ambev, as well as of its majority-owned subsidiaries;

·the approval of stock ownership plans for the directors, executive officers and employees of Ambev and/or its majority-owned subsidiaries;

·a change in the dividend policy of Ambev and/or any of its majority-owned subsidiaries;

·increases in the capital of Ambev and/or any of its majority-owned subsidiaries, with or without preemptive rights, through subscription, creation of a new share class, or changes in the characteristics of existing shares, as well as decreases of capital, issuances of debentures (whether or not convertible into shares), warrants and the creation of founders’ shares by Ambev and/or any of its majority-owned subsidiaries, except when such legal businesses are carried out between Ambev and its majority-owned subsidiaries or between the majority-owned subsidiaries;

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·amalgamations, spin-offs, transformations, mergers, acquisitions, and divestments involving Ambev and/or any of its majority-owned subsidiaries, in the latter case (1) when such transaction involves a company that is not a subsidiary, directly or indirectly, of Ambev and (2) provided that the transaction in question results in the reduction in the average dividend paid by Ambev in the past five years, adjusted by the General Market Price Inflation Index (Índice Geral de Preços ao Mercado), or the IGP-M index, published by the Getulio Vargas Foundation (Fundação Getulio Vargas) as of the date of payment;

·the creation, acquisition, assignment, transfer, establishment of an encumbrance on and/or disposal of shares, quotas and/or any securities issued by any of Ambev’s majority-owned subsidiaries, under any title or form, except for the benefit of Ambev and/or another subsidiary;

·the incurrence by Ambev and/or any of its majority-owned subsidiaries of a debt transaction that results in a net debt/equity ratio greater than 1.5:1;

·the execution, amendment, termination, renewal or cancellation of any contracts, agreements or the like involving the registered or deposited trademarks of Ambev or its majority-owned subsidiaries;

·the extension of loans or the offer of guarantees of any kind by Ambev and/or any of its majority-owned subsidiaries to any third party in an amount greater than 1% of Ambev’s shareholders’ equity as set forth in the last audited balance sheet prepared in accordance with Brazilian GAAP, except in favor of employees of Ambev and its majority-owned subsidiaries or in favor of the majority-owned subsidiaries themselves;

·the election of members to committees of Ambev’s Board of Directors;

·the cancellation of the registration of Ambev and/or any of its majority-owned subsidiaries as publicly traded companies;

·the execution of a petition for an arrangement with creditors (recuperação judicial) or acknowledgment of bankruptcy by Ambev and/or any of its majority-owned subsidiaries;

·the liquidation or dissolution of Ambev and/or any of its majority-owned subsidiaries; and

·the appointment of the external auditors of Ambev and/or any of its majority-owned subsidiaries.

The Ambev Shareholders’ Agreement provides that whenever the parties fail to reach a consensus in a preliminary meeting as to any matter listed above, they will exercise their voting rights so as not to approve such matter.  The Ambev Shareholders’ Agreement provides that any votes cast by FAHZ, IIBV and AmBrew, or by any of the directors appointed by each of them, in violation of the provisions of the agreement will be deemed null, void and ineffective.

FAHZ, IIBV and AmBrew, as well as any member appointed by them to the Board of Directors of Ambev or any of its majority-owned subsidiaries, are not required to observe decisions reached at preliminary meetings when deciding on the following matters:

·analysis and approval of management accounts of Ambev and its majority-owned subsidiaries;

·analysis and approval of the financial statements and management reports of Ambev and its majority-owned subsidiaries;

·any matters or actions typified as abuse of control, as set forth in the first paragraph of Section 117 of the Brazilian Corporation Law; and

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·actions and practices relating to management’s diligence, loyalty and other related duties, as established in Sections 153 to 158 of the Brazilian Corporation Law.

##### Transfer of Shares

The Ambev Shareholders’ Agreement contains the following provisions concerning the transfer of the Ambev common shares subject to the agreement:

·FAHZ, IIBV and AmBrew have agreed (1) not to dispose of their Ambev common shares, directly or indirectly, during the term of the agreement, whether through private trades, on the stock market or on the over-the-counter market, including by way of tender offers, either voluntary or mandatory, except as permitted in Section VI of the Ambev Shareholders’ Agreement and (2) not to create any type of encumbrance on their Ambev common shares, in either of the above cases without the prior written consent of FAHZ, in the case of IIBV and AmBrew, and of IIBV and AmBrew, in the case of FAHZ;

·if the Ambev common shares owned by FAHZ, on the one hand, and by IIBV and AmBrew, on the other, become subject to seizure, attachment, judicial surety or any other restrictive measure, and such restriction is not lifted or waived within 30 days after its imposition, the shares subject to the restriction shall be automatically deemed offered for sale to the other party.  The price for the relevant Ambev common shares will be the lesser of either (1) the book value per Ambev common share, as per the latest audited balance sheet of Ambev adjusted by the IGP-M index from the date the restrictive measure is imposed until the date a petition is filed to require that the restriction be lifted or waived or (2) the average quoted market price of the Ambev common shares on stock exchanges in the 20-day period prior to the petition for lifting or waiving the restriction, provided that the Ambev common shares were traded during such period.  If the obligations in respect of such restriction exceed the above-mentioned price, the party whose shares have been subject to the restriction will be liable for the difference that the other party may be required to deposit in order to acquire the relevant Ambev common shares.  If the obligations in respect of such restriction were lower than the price for the Ambev common shares as described above, then the party whose shares have been subject to the restriction will be entitled to receive the difference between the price for the Ambev common shares and the obligations in respect of such restriction; and

·if either FAHZ, on the one hand, and IIBV or AmBrew, on the other, does not exercise its subscription rights relating to Ambev common shares it holds, then each such party must first offer such rights to the other party at market value, which such other party will then decide, within the following 10 days, on whether to exercise its right of first refusal to subscribe the new shares to be issued.  If such other party elects not to acquire the subscription right offered, then the offering shareholder may dispose of its subscription rights to third parties.

The Ambev Shareholders’ Agreement provides that any transfer of shares or subscription rights or creation of encumbrances in which the foregoing provisions on rights of first refusal are not observed will be deemed null, void and ineffective.  Ambev’s management is also prohibited from reflecting any such events in its corporate books, as permitted by the Brazilian Corporation Law.

##### Specific Performance

The obligations of the parties under the Ambev Shareholders’ Agreement will be subject to specific performance under applicable Brazilian law.

#### The 2019 Shareholders’ Agreement

The 2019 Shareholders’ Agreement was executed on April 16, 2013 by IIBV, AmBrew and FAHZ, as well as Ambev, as intervening party.  It will become effective on July 2, 2019, as long as at that time FAHZ holds at least 1,501,432,405 Ambev common shares, adjusted for any future share dividends, stock-splits and reverse stock-splits.  After becoming effective, the 2019 Shareholders’ Agreement will be terminated at any time upon FAHZ ceasing tohold at least 1,501,432,405 Ambev common shares (adjusted for any future share dividends, stock-splits and reverse stock-splits) or if FAHZ decides to early terminate it.  Among other matters, the 2019 Shareholders’ Agreement governs the voting of the Ambev common shares subject to the agreement and the voting by Ambev of the shares of its majority-owned subsidiaries.

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##### Management of Ambev

The 2019 Shareholders’ Agreement establishes that Ambev will be managed by a Board of Directors and by an Executive Committee.  Ambev’s Board of Directors will no longer be chaired by two Co-Chairmen.

Under the 2019 Shareholders’ Agreement, FAHZ will be entitled to appoint two directors and their respective alternates to the Board of Directors of Ambev, provided that it holds at least 1,501,432,405 Ambev common shares (adjusted for any future share dividends, stock-splits and reverse stock-splits).  One of the FAHZ-appointed directors shall have the right to also be appointed as a member of Ambev’s Operations, Finance and Compensation Committee and of the Compliance Committee, as well as any other committee that may be established by Ambev’s Board of Directors.  Furthermore, the shareholders shall use their best efforts to allow one of the FAHZ-appointed directors to participate as an observer in meetings of Ambev’s Fiscal Council, whenever such body is installed in lieu of the audit committee required by the Sarbanes-Oxley Act of 2002.

FAHZ may remove a director that it has appointed to the Board of Directors of Ambev, and also has the right to appoint the respective replacement or a new alternate, if the originally appointed alternate is confirmed for the vacant position.

The foregoing provisions of the 2019 Shareholders’ Agreement regarding Ambev’s management bodies do not apply to the management bodies of Ambev’s majority-owned subsidiaries.

##### Preliminary Meetings and Exercise of Voting Rights

The 2019 Shareholders’ Agreement replicates the provisions of the Ambev Shareholders’ Agreement concerning preliminary meetings, including the need for consensus between FAHZ, IIBV and AmBrew, and applicable procedures when consensus is not reached, in respect to matters that will be resolved at shareholders’ or Board of Directors meetings of Ambev and its majority-owned subsidiaries.

If the parties fail to reach a consensus with respect to a particular matter, the position to be adopted by the parties to the 2019 Shareholders’ Agreement will be determined by the shareholder or group of shareholders holding a majority of Ambev common shares.  The following matters are not subject to the foregoing rule: (1) election of members to the Board of Directors or to any committee of the Board of Directors, which shall follow the specific election procedure described above under “—Management of Ambev” and (2) matters that require unanimous approval by FAHZ, IIBV and AmBrew, as follows:

·any amendment to the bylaws of Ambev and/or any of its majority-owned subsidiaries with the purpose of changing: (1) the corporate purpose of those companies with a view to causing them to cease the production, commercialization and distribution of beverages, (2) the allocation of Ambev’s results of operations, as set forth in its bylaws, or other similar provisions in the bylaws of Ambev’s majority-owned subsidiaries that are meant to provide financial support to FAHZ, (3) the minimum mandatory dividend of 40% of Ambev’s adjusted net income, and/or (4) any other provision that affects FAHZ’s rights under the 2019 Shareholders’ Agreement; and

·the transformation of Ambev into a different form of legal entity.

FAHZ, IIBV and AmBrew, as well as any member appointed by them to the Board of Directors of Ambev or any of its majority-owned subsidiaries, are not required to observe decisions reached at preliminary meetings when deciding on the following matters:

·analysis and approval of management accounts of Ambev and its majority-owned subsidiaries;

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·analysis and approval of the financial statements and management reports of Ambev and its majority-owned subsidiaries;

·any matters or actions typified as abuse of control, as set forth in the first paragraph of Section 117 of the Brazilian Corporation Law; and

·actions and practices relating to management’s diligence, loyalty and other related duties, as established in Sections 153 to 158 of the Brazilian Corporation Law.

##### Transfer of Shares

The 2019 Shareholders’ Agreement’s provisions regarding transfer of shares differ substantially from the equivalent provisions contained in the Ambev Shareholders’ Agreement.  Under the 2019 Shareholders’ Agreement, the following rules shall apply:

·in the event of a transfer of Ambev common shares subject to the 2019 Shareholders’ Agreement (1) by IIBV and/or AmBrew, where such transfer results in these entities jointly holding a total equity interest in Ambev represented by less than 50% plus one Ambev common share, and/or (2) by FAHZ upon making one and only one eligible transfer of at least 1,501,432,405 Ambev common shares (adjusted for any future share dividends, stock-splits and reverse stock-splits) to a single buyer and subject to the first offer obligations described below, then, in either of those cases, the Ambev common shares subject to those transfers shall remain bound by the 2019 Shareholders’ Agreement.  Only in those two cases shall a third party acquiring the Ambev common shares in those transfers be able to adhere to the 2019 Shareholders’ Agreement in order for the transfer to be effective;

·at any time FAHZ may elect to release its Ambev common shares subject to the 2019 Shareholders’ Agreement for the exclusive purpose of selling them in the stock market or over-the-counter market, provided that (1) it maintains at least 1,501,432,405 Ambev common shares (adjusted for any future share dividends, stock-splits and reverse stock-splits) subject to the 2019 Shareholders’ Agreement, and (2) it observes the first offer obligations described below; and

·in the event FAHZ intends to execute the above-referenced one and only one eligible transfer or release, it shall first offer the Ambev common shares to the remaining parties to the 2019 Shareholders’ Agreement for their average quoted market price on the 20 trading sessions immediately prior to the date of the relevant first offer (or the last 40 trading sessions if no Ambev common shares were negotiated in at least half of the 20 immediately preceding trading sessions).  The offerees will have five days, as of the first offer date, to accept or refuse the offer, and, if expressly or tacitly refused (or in the event the offerees fail to timely pay the applicable purchase price), then FAHZ may either proceed with such transfer or release its Ambev common shares from the 2019 Shareholders’ Agreement and thereafter sell them to third parties within ten days.

##### Specific Performance

The obligations of the parties under the 2019 Shareholders’ Agreement will be subject to specific performance under applicable Brazilian law.

B.            Related Party Transactions

### Overview

We have executed and may in the future execute related party transaction with certain of our signficant shareholders or other related parties and certain of their affiliates. These transactions have been entered into only on an arm’s length basis in accordance with our best interests and customary market practices at the time of their execution. In addition, the Compliance Committee is responsible for assisting the Board in reviewing, analyzing and deciding on these transactions to help ensure that their terms are reasonable and that they comply with all applicable laws and regulations, as well as our corporate governance and best practices principles. See “Item 6. Directors, Senior Management and Employees—C. Board Practices—The Board of Directors—Compliance Committee.” Set forth below is a discussion of our material related party transactions.

For further information on our related party transactions, see note 31 to our audited consolidated financial statements.

### 



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### Ambev and FAHZ

#### Medical, Dental and Social Assistance

One of the activities of FAHZ, as described in its bylaws, is to provide medical and dental assistance both to active and certain of our retired employees and executive officers (including their dependents).

#### Label Production

We have entered into a lease agreement with FAHZ, pursuant to which we have leased and are operating FAHZ’s assets used to produce our labels.  We began operating such assets in June 2008.

#### Lease on Commercial Properties

We have a lease agreement for two commercial properties with FAHZ, where we are the tenant and FAHZ the landlord, for an aggregate amount of R$1.5 million.  We are currently renegotiating the terms of this lease agreement that will be applicable until its expiration on January 31, 2018.

### Ambev and Employees

Before January 1, 2003, Old Ambev had deferred payment stock option plans that allowed their beneficiaries to pay the exercise price over a four-year period, with the possibility of a three-year extension, subject to an 8% interest rate accruing on the unpaid balance and monetary correction for inflation.  Only 10% of the exercise price had to be paid upon the exercise of those deferred payment stock option plans.  With the enactment of the Sarbanes-Oxley Act in 2002, which, among other things, generally prohibited the extension of personal loans to company directors and executive officers, we discontinued the granting of these deferred payment stock option plans.  Nevertheless, deferred payment for the stock option plans granted prior to 2003 was grandfathered by Ambev’s current stock ownership plan and such options may still be exercised with payment deferral of their respective exercise price.

### ABI and Labatt

In August 2004, in connection with the consummation of an upstream merger (incorporação) of an indirect holding company of Labatt into us, Labatt and InBev N.V./S.A. (as ABI was then denominated) entered into a cross-services agreement with a view to:

·terminating the then-existing services agreement among those entities before the upstream merger;

·specifying the terms and conditions pursuant to which Labatt would provide to InBev N.V./S.A., on an hourly basis, certain administrative services such as tax support services, internal audit services and legal services; and

·specifying the terms and conditions pursuant to which InBev N.V./S.A. would provide to Labatt, on an hourly basis, administrative services such as internal audit services, legal advice and IT support.

#### Transfer Pricing

In August 2004, we, InBev N.V./S.A. (as ABI was then denominated) and Labatt entered into agreements relating to the transfer prices and policy for all beer product transfers between ABI and the Labatt companies.  The companies confirmed that the Interbrew Transfer Pricing Policy will continue to be the transfer pricing policy in effect between the ABI companies and the Labatt companies for beer product transfers between and among them, except as provided for in the agreement.

### 

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### Ambev and Certain ABI Controlling Shareholders (Messrs. Lehmann, Sicupira and Telles)

In October 2013, we entered into a service agreement with B2W - Companhia Digital, or B2W, a leading Brazilian e-commerce company controlled by Messrs. Lemann, Sicupira and Telles, who are part of the controlling group of ABI, our indirect controlling shareholder.  According to this service agreement, B2W will manage our e-commerce-platform called “Parceiro Ambev” (Ambev Business Partner).  The initial term of this agreement is two years, and we will pay B2W a percentage of our products sold through theParceiro Ambeve-commerce platform.

### Ambev and ABI

#### Licensing Agreements

In March 2005, we and InBev N.V./S.A. (as ABI was then denominated) entered into a cross-license agreement according to which Ambev is allowed to produce, bottle, sell and distribute beer under the brandsStella ArtoisandBeck’sin Latin America (except Argentina and Cuba), on an exclusive basis, and ABI is allowed to produce, bottle, sell and distribute beer under the brandBrahmain Europe, Asia, Africa, Cuba and the United States on an exclusive basis.  Ambev has agreed not to directly or indirectly produce, bottle, distribute, sell or resell (or have an interest in any of these), any other European premium branded beer in Latin America, and ABI has agreed to be bound by the same restrictions relating to any other Latin American premium branded beer in Europe, Asia, Africa, Cuba and the United States.  Since March 2005, ABI has been distributingBrahmabeer in the United States and several countries such as the United Kingdom, Spain, Sweden, Finland and Greece.  We announced the launch ofStella Artoisin Brazil in June 2005. Labatt and ABI have an arrangement through which Labatt distributes certain ABI beer brands in Canada, and Latin America South and ABI have an arrangement through which it distributesStella Artoisin Argentina.

We have a licensing agreement with ABI to produce, bottle, sell and distribute Budweiser products in Brazil, Canada, and other Latin America countries.  We also have ABI’s subsidiary, Metal Container Corp., as one of our can suppliers.

We have also a licensing agreement with Grupo Modelo, S.A.B. de C.V., a subsidiary of ABI, to import, promote and resell Corona products in Latin America countries and in Canada.

#### Special Goodwill Reserve

As a result of the merger of InBev Holding Brasil S.A., or InBev Brasil, into us in July 2005, we acquired tax benefits resulting from the partial amortization of the special premium reserve pursuant to article 7 of CVM Rule No. 319/99.  Such amortization will be carried out within the next ten years following the merger.  As permitted by CVM Rule No. 319/99, the Protocol and Justification of this merger, as entered into between ourselves, InBev Brasil and InBev N.V./S.A. (as ABI was then denominated) on July 7, 2005, established that 70% of the goodwill premium, which corresponded to the tax benefit resulting from the amortization of the tax goodwill derived from the merger, would be capitalized by us to the benefit of our controlling shareholder, with the remaining 30% being capitalized by us without the issuance of new shares to the benefit of all shareholders.  Since 2005, pursuant to the Protocol and Justification of this merger, we have carried out, with shareholder approval, capital increases through the partial capitalization of the goodwill premium reserve.  Accordingly, IIBV and AmBrew, which are subsidiaries of ABI, have subscribed shares corresponding to 70% of the goodwill premium reserve and our minority shareholders have been entitled to participate in these share issuances through the exercise of preemptive rights under the Brazilian Corporation Law. The remaining 30% of the tax benefit has been capitalized by us without issuance of new shares to the benefit of all shareholders.  The Protocol and Justification of this merger also provides, among other matters, that ABI shall indemnify us for any undisclosed liabilities of InBev Brasil.

In December 2011, we received a tax assessment related to the goodwill amortization resulting from Inbev Brasil’s merger referred to above.  See “Item 8. Financial Information—A. Consolidated Financial Statements and Other Financial Information—Legal Proceedings—Tax Matters—Special Goodwill Reserve.”

### 

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Bucanero In January 2014, one of our wholly-owned subsidiaries acquired from ABI a 50% equity interest in Bucanero, a Cuban company in the business of producing and selling beer.  See “Item 4. Information on the Company—A. History and Development of the Company—Expansion to Other Latin American Jurisdictions.”


### ABI and Intragroup Companies

In January 2005, InBev N.V./S.A. (as ABI was then denominated) and certain intragroup companies executed an International Intra-Group Data Protection Agreement pursuant to which they agreed to provide adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals in the transfer of personal information.

C.            Interests of Experts and Counsel

Not applicable.

## 

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## ITEM 8.                FINANCIAL INFORMATION

A.            Consolidated Financial Statements and Other Financial Information

### Consolidated Financial Statements

See “Item 17. Financial Statements.”

### Legal Proceedings

We are subject to numerous claims with respect to tax, labor, distributors and other matters.  To the extent that we believe these contingencies will probably be realized, they have been recorded in the balance sheet.  We have estimated the total exposures of possible (but not probable) losses, which are not recorded as liabilities, to be R$16.1 billion as of December 31, 2013.  Our estimates are based on reasonable assumptions and management assessments, but should the worst case scenario develop, subjecting us to losses in all cases classified as possible (but not probable), our net impact on our results of operations would be an expense for this amount.  Except as set forth herein, there are no legal proceedings to which we are a party, or to which any of our properties are subject which, either individually or in the aggregate, may have a material adverse effect on our results of operations, liquidity or financial condition.  For more information, see notes 26 and 30 to our audited consolidated financial statements.

#### Tax Matters

As of December 31, 2013, we had several tax claims pending against us, including judicial and administrative proceedings.  Most of these claims relate to ICMSValue-Added Tax, IPI Excise Tax, and income tax and social contributions.  As at December 31, 2013, we have made provisions of R$255.9 million in connection with those tax proceedings for which we believe there is a probable chance of loss.

Among the pending tax claims, there are claims filed by us against Brazilian tax authorities alleging that certain taxes are unconstitutional.  Such tax proceedings include claims for income taxes, ICMS Value-Added Tax, IPI Excise Tax and taxes on revenues such as the PIS Contribution and the COFINS.  As these claims are contingent on obtaining favorable judicial decisions, the corresponding assets which might arise in the future are only recorded once it becomes certain that we will receive the amounts previously paid or deposited.

As of December 31, 2013, there were also tax proceedings with a total estimated possible risk of loss of R$14.4 billion.

##### ICMS Value-Added Tax, IPI Excise Tax and Taxes on Net Sales

During 1999, legislation came into effect requiring Brazilian companies to pay the PIS Contribution and the COFINS not only on sales and services net sales, but also on financial income.  We have not been paying the PIS Contribution and the COFINS as required by such law, as we have obtained injunctions permitting the non-payment of these additional taxes on the basis that such legislation is unconstitutional.  In November 2005, a leading case unrelated to us was adjudicated by the Brazilian Supreme Court in favor of taxpayers.  As of December 31, 2013, we had provisions in connection with cases still pending in the amount of R$40.4 million.

We are currently parties to legal proceedings with the State of Rio de Janeiro where we are challenging such State’s attempt to assess ICMS Value-Added Tax with respect to irrevocable discounts granted by the Company in January 1996 and February 1998.  These proceedings are currently before the Brazilian Superior Court of Justice (Superior Tribunal de Justiça) and the Brazilian Supreme Court.  In November 2013, we received similar tax assessments issued by the State of Pará.  Management estimates the total exposure in relation to this matter to be R$761.9 million as of December 31, 2013, which we have treated as a possible loss.  Such estimate is based on reasonable assumptions and assessments of management, but should our position not prevail the expected net impact on our income statement would be an expense for this amount.

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Between 2000 and 2004, certain third-party distributors of Londrina Bebidas Ltda. (Cintra, as it was then denominated) obtained preliminary injunctions permitting the non-payment of the IPI Excise Tax.  These preliminary injunctions were revoked between 2002 and 2005, and as a result, the RFB assessed Cintra for the payment of IPI during the period in which IPI was not collected by the third-party distributors.  As of December 31, 2013, Londrina Bebidas Ltda. had a provision of R$20.4 million with respect to such claims.  We believe R$161.2 million is considered as a possible loss in connection with this litigation.

Goods manufactured within the Manaus Free Trade Zone – ZFM intended for consumption elsewhere in Brazil are exempt from the IPI.  Our subsidiaries have been registering IPI presumed credits upon the acquisition of exempted inputs manufactured therein.  Since 2009 we have been receiving a number of tax assessments from the RFB relating to the disallowance of such presumed credits, which decision from the Upper House of the Administrative Court is still pending.  Management estimates possible losses in relation to these assessments to be R$723.3 million as of December 31, 2013.  See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Sales Tax Deferrals and Other Tax Credits.”

##### Profits Generated Abroad

During the first quarter of 2005, certain of our subsidiaries received a number of assessments from the RFB relating to profits obtained by subsidiaries domiciled abroad.  In December 2008, the Administrative Court handed down a decision on one of the tax assessments relating to earnings of our foreign subsidiaries.  This decision was partially favorable to us, and in connection with the remaining part, we filed an appeal to the Appellate Division of the Administrative Court and are awaiting its decision.  With respect to another of the tax assessments relating to foreign profits, the Administrative Court rendered a decision favorable to us in September 2011.  In December 2013, we received another tax assessment related to this matter.  We estimate our exposure to possible losses in relation to these assessments to be R$3.8 billion at December 31, 2013 and to probable losses to be R$32.3 million as of that date, for which we have recorded a provision in the corresponding amount at December 31, 2013.

##### Income Tax – Tax Loss Offset

The Company and certain of its subsidiaries received a number of assessments from the RFB relating to the offset of tax loss carry forwards arising in the context of business combinations.

We estimated the total exposures of possible losses in relation to these assessments to be of R$582.7 million as of December 31, 2013.  We have not recorded any provision in connection with this dispute.

##### State Tax Incentives of theConselho Nacional de Política Fazendária(National Council on Fiscal Policy), or CONFAZ

Many states in Brazil offer tax incentive programs to attract investments to their regions, pursuant to the rules of the CONFAZ, a council formed by all of the 27 Treasury Secretaries from each of the Brazilian States.  We participate in ICMS Value-Added Tax Credit Programs offered by various Brazilian States which provide (1) tax credits to offset ICMS Value-Added Tax payables and (2) ICMS Value-Added Tax deferrals.  In return, we are required to meet certain operational requirements, including, depending on the State, production volume and employment targets, among others.  All of these conditions are included in specific agreements between us and the relevant state governments.

There is a controversy regarding whether these benefits are constitutional when granted without the prior approval of every Brazilian State participating in the CONFAZ.  Some States and Public Prosecutors have filed Direct Actions of Unconstitutionality (Ação Direta de Inconstitucionalidade) before the Brazilian Supreme Court to challenge the constitutionality of certain state laws granting tax incentive programs unilaterally, without the prior approval of the CONFAZ.

Since 2007, we received tax assessments from the States of São Paulo, Rio de Janeiro and Minas Gerais, in the aggregate amount of R$363.5 million (updated to December 31, 2013), challenging the legality of tax credits arising from existing tax incentives received by us in other States.  We have treated this proceeding as a possible(but not probable) loss.  Such estimate is based on reasonable assumptions and management assessments, but should we lose such proceedings the expected net impact on our income statement would be an expense for this amount.  Moreover, we cannot rule out the possibility of other Brazilian States issuing similar tax assessments relating to other of our state tax incentives.  In 2011 the Brazilian Supreme Court ruled 14 state laws granting tax incentives without the prior approval of the CONFAZ to be unconstitutional, including one granting incentives to us in the Federal District, which we have ceased to benefit from since such decision.  In a meeting held on September 30, 2011, the CONFAZ issued a resolution suspending the right of the States to claim the return of the tax incentives incurred by the beneficiaries of the state laws declared unconstitutional.  There are a number of other lawsuits before the Brazilian Supreme Court challenging the constitutionality of incentives laws offered by some states without the prior approval off the CONFAZ, which may impact our state tax incentives.

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In 2012, the Brazilian Supreme Court issued a binding precedent proposal (Proposta de Súmula VinculanteNo. 69/2012), which would automatically declare as unconstitutional all tax incentives granted without prior unanimous approval of the CONFAZ.  In order to become effective, such proposal must be approved by two-thirds of the members of the Supreme Court.  We do not expect that the Supreme Court will vote on this matter before Congress votes a bill of law (there are currently different proposals before Congress) aimed at regulating this issue.  The proposals before Congress generally provide for (1) existing tax incentives to be grandfathered for a number of years; (2) new tax incentives to be approved by a  majority of the States (rather than unanimously); and (3) a reduction on interstate ICMS Value-Added Taxes in order to decrease the relevance of tax benefits on interstate transactions.  However, no assurance can be given that the Brazilian Supreme Court will not vote on the binding precedent proposal before the matter is ultimately regulated by Congress.

##### Labatt Tax Matters

Labatt was assessed by the Canada Revenue Agency, or the CRA, for the interest rate used in certain related-party debts and related-party transactions, and other transactions existing prior to the merger of Labatt into Ambev.  These issues have been settled in April 2010 with CRA at C$123 million of the estimated exposure of C$218 million at December 31, 2009.  Part of the amount settled, corresponding to transactions made before the merger of Labatt into us, was reimbursed by ABI.

Labatt received another tax assessment on its valuations of certain intercompany transactions amounting to C$158.0 million.  The company appealed this tax assessment.  In the event Labatt would be required to pay these amounts, the totality would have been reimbursed by ABI.  The appeal was allowed in April 2012 by the Canada Revenue Agency with no cost to Labatt.

##### Tax Amnesty and Refinancing Program

For information on our Tax Amnesty and Refinancing Program (REFIS), see “Item 5. Operating and Financial Review and Prospects—F. Commitments and Contingencies (Tabular Disclosure of Contractual Obligations)—Tax Amnesty and Refinancing Program.”

##### Special Goodwill Reserve

In December 2011, we received a tax assessment from the RFB related to the goodwill amortization resulting from Inbev Brasil’s merger referred to on “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Ambev and ABI—Special Goodwill Reserve.”  In June 2012 we filed an appeal against the unfavorable first level administrative decision and have been awaiting the decision of the Appellate Division of Administrative Tax Court.  We believe that the goodwill amortization and respective deduction for tax purposes were in compliance with the provisions set forth by CVM Rule No. 319/1999 and that our amortization of this goodwill was lawful.  In accordance with the advice of our external legal counsel, we believe that the RFB’ position is incorrect, that the grounds to contest the tax assessment are well founded and that the risk of loss is possible (but not probable).  Accordingly, we have not recorded any provisions for this matter, and estimate possible losses in relation to this assessment to be approximately R$3.9 billion as of December 31, 2013.  In the event we are required to pay these amounts, ABI will reimburse the amount proportional to the benefit received by ABI pursuant to the merger protocol, as well as the related costs.

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In October 2013, we also received a tax assessment related to the goodwill amortization resulting from the merger of Quinsa into us.  We filed our defense in November 2013 and have been awaiting the first level administrative decision.  Management estimates the amount of possible losses in relation to this assessment to be approximately R$1.1 billion as of December 31, 2013.  We have not recorded any provision in connection with this assessment.

#### Labor Matters

The Company is involved in a total of 19,903 labor claims.  In Brazil, it is not unusual for a large company to be a defendant in such a significant number of claims.  As of December 31, 2013, we had made provisions totaling R$158.7 million in connection with slightly over a fifth of the above labor claims involving former and current employees and relating mainly to overtime, dismissals, severance, health and safety premiums, supplementary retirement benefits and other matters, all of which are awaiting judicial resolution and have probable chance of loss.

As of December 31, 2013, there were approximately 25 claims between us and the Brazilian National Institute for Social Security (Instituto Nacional de Seguridade Social) with an aggregate exposure of R$5.3 million.  These claims are classified as having a possible chance of loss and allege, among other things, that we should have paid social security contributions in relation to bonus payments and payments to third-party service providers.

#### Civil Claims

As of December 31, 2013, we were involved in 4,671 civil claims that were pending in Brazil, including third-party distributor and product-related claims.  We are plaintiffs in 1,181and defendants in 3,394of these claims.  We have established provisions totaling R$20.9 million as of December 31, 2013 in connection with civil claims.

We are a party to a tortious interference claim brought by our competitor Schincariol, according to which Schincariol seeks damages in the range of R$100 million from us, claiming that we signed up the entertainer Zeca Pagodinho while he was still contractually bound with Schincariol.  On July 20, 2007, the lower courts of the State of São Paulo denied Schincariol’s claim, and Schincariol filed an appeal on August 24, 2007.  On June 12, 2013, the Court of Appeals of São Paulo State partially granted Schincariol’s appeal and sentenced us to indemnify Schincariol for reputational damages in the amount of R$0.2 million and monetary damages to be calculated at a later stage.  Monetary damages should encompass Schincariol’s expenses with advertisement that could not be used by virtue of the termination of the contract with Zeca Pagodinho.  Both we and Schincariol appealed such decision. The appeals are awaiting judgment.  Based on management’s assessments, we have not recorded a provision in connection with such proceeding.

##### Subscription Warrants

In 2002, we decided to request a ruling from the CVM in connection with a dispute between Old Ambev and some of its warrant holders regarding the criteria used in the calculation of the strike price of certain Old Ambev warrants.  In March and April 2003, the CVM ruled that the criteria used by Old Ambev to calculate the strike price were correct.  In response to the CVM’s final decision and seeking to reverse it, some of the warrant holders filed separate lawsuits before the courts of São Paulo and Rio de Janeiro.

Although the warrants expired without being exercised, the warrant holders claim that the strike price should be reduced to take into account the strike price of certain stock options granted by Old Ambev under its then-existing stock ownership program, as well as for the strike price of other warrants issued in 1993 by Brahma.

We have knowledge of at least seven claims in which the plaintiffs argue that they would be entitled to those rights.  Two of them were ruled favorably to us by the appellate court of the State of São Paulo.  A third one was settled.  We received a favorable ruling in one claim by a first level court in Rio de Janeiro, and the appellate court of the State of Rio de Janeiro ruled against us in another three claims.  We have appealed to the BrazilianSuperior Court of Justice with respect to the final decisions issued by the appellate court of the state of Rio de Janeiro.

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The warrant holders of both claims denied by the appellate court of the State of São Paulo have also appealed to the Superior Court of Justice. The Superior Court of Justice decided in our favor in both of claims, although one of the decisions was rendered by a single justice of that court and was appealed to the full court, where judgment is pending. The possibility of reversal by the full court of a decision issued by a single justice of the Brazilian Superior Court of Justice is possible, while the possibility of reversal of a decision issued by the full court is remote.

In the event the plaintiffs prevail in the above six pending proceedings, we believe that the corresponding economic dilution for the existing shareholders would be the difference between the market value of the shares at the time they are issued and the value ultimately established in liquidation proceedings as being the subscription price pursuant to the exercise of the warrants.  We believe the warrants object of those six proceedings represented, on December 31, 2013, 172,831,574 Ambev common shares that would be issued at a value substantially below fair market value, should claimants ultimately prevail.  The plaintiffs also claim they should receive past dividends related to these shares in the amount of R$413.5 million.

Based on management assessments, our chances of receiving unfavorable final decisions in this matter are either possible or remote, and therefore we have not established a provision for this litigation in our audited consolidated financial statements.  As these disputes are based on whether we should receive as a subscription price a lower price than the price that we consider correct, a provision of amounts with respect to these proceedings would only be applicable with respect to legal fees and past dividends.

#### Antitrust Investigations

We currently have a number of antitrust investigations pending against us before Brazilian antitrust authorities.

##### Tô Contigo

On July 22, 2009, the CADE issued its ruling in connection with a proceeding initiated in 2004 as a result of a complaint filed by Schincariol which had, as its main purpose, the investigation of our conduct in the market, in particular our customer loyalty program known as “Tô Contigo”, which is similar to airline frequent flyer and other similar mileage programs.

During its investigation, the former Secretariat of Economic Law of the Ministry of Justice (Secretaria de Direito Econômico), or SDE, concluded that the program should be considered anticompetitive unless certain adjustments were made.  These adjustments were substantially incorporated into the version of the program at that time, and the program no longer exists.  The SDE opinion did not threaten any fines and recommended that the other accusations be dismissed.  After the SDE opinion, the proceeding was sent to the CADE, which issued a ruling that, among other things, imposed a fine in the amount of R$352.7 million (R$492.9 million as of December 31, 2013, reflecting accrued interests).

We have challenged the CADE’s decision before the federal courts, which have ordered the suspension of the fine and other parts of the decision upon our posting of a guarantee.  We have posted a court bond (carta de fiança) for this purpose and the decision was partially suspended. This case is currently waiting to be decided by the federal courts.

On March 29, 2011, and following a determination included in the abovementioned decision of the CADE, the SDE initiated investigations to determine whether individuals should also be held responsible for the Tô Contigo practices, including Bernardo Pinto Paiva, currently Chief Sales Officer ofABI,and Ricardo Tadeu Almeida Cabral de Soares, ABI’s current Mexico Zone President and Old Ambev’s former Chief Sales Officer and Sales Executive Officer.

##### 

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##### Kaiser

On April 2, 2007, Cervejaria Kaiser, which is currently one of the largest beer producers in Brazil and a part of the Heineken Group, filed a complaint with Brazilian antitrust authorities alleging that our cooler programs and exclusivity agreements constituted anticompetitive practices, and also that we launched two counter beer brands (Puerto del Sol and Puerto del Mar) in connection with the entry of Kaiser’s product Sol Pilsen in 2006.  On December 9, 2008, the SDE registered two administrative proceedings to investigate the alleged practices.  Our preliminary responses were filed before the SDE on February 18, 2009 and on January 16, 2012.  Both cases are being investigated by the CADE.  With respect to the Puerto del Sol and Puerto del Mar disputes, the reporting CADE commissioner in charge of the matter issued an opinion in February 2014 finding that no antitrust violations resulted from our launch of these beer brands and recommending that the case be dismissed.  The case is now awaiting a decision from the other four CADE commissioners assigned to it.

##### Supermarket Shelf Space

In July 2007, the CADE forwarded tothe SDEfor investigation a complaint issued by Globalbev Bebidas e Alimentos Ltda. alleging that we were restricting competitors’ access to the shelf space in supermarkets.  In August 2009,the SDEinitiated a preliminary inquiry to investigate this supposed anticompetitive practice, which was concluded to the effect that there were no anticompetitive practices to be further investigated.  On March 28, 2013, the case was finally dismissed by the CADE.

#### Environmental Matters

##### Riachuelo

In 2004, an environmental complaint was initiated by certain neighbors residing in the Riachuelo Basin against the State of Argentina, the Province of Buenos Aires, the city of Buenos Aires and more than 40 corporate entities (including our Argentinean subsidiary) with premises located in the Riachuelo Basin or that discharge their waste into the Riachuelo River.  In this complaint, the Argentine Supreme Court of Justice ruled that the State of Argentina, the Province of Buenos Aires and the city of Buenos Aires remain primarily responsible for the remediation of the environment, and further resolved that the Riachuelo Basin Authority, an environmental authority created in 2006 pursuant to the Argentine Law No. 26, 168, would be responsible for the implementation of a Remediation Plan for the Riachuelo Basin.  The Argentine Supreme Court of Justice has not yet decided on the issue of liability for environmental damages.

##### Rio de Janeiro State Investigation

On December 12, 2003, the Public Attorney of the State of Rio de Janeiro requested the initiation of a civil inquiry to investigate anonymous reports of pollution allegedly caused by our breweries located in Nova Rio, in the State of Rio de Janeiro. This investigation is currently in the discovery stage. We expect this investigation to be dismissed as several expert opinions have been presented, including one from the Rio de Janeiro State environmental agency, showing lack of environmental damages. In parallel, on June 2, 2003 the Rio de Janeiro police requested the initiation of a criminal inquiry to investigate and identify the perpetrators of this alleged environmental crime. Such inquiry is also in the discovery stage. We expect that the referred criminal investigation will be dismissed concurrently with the above mentioned civil investigation.

#### Suit Against the Brazilian Beer Industry

On 28 October 2008, the Brazilian Federal Prosecutor’s Office (Ministério Público Federal) filed a suit for damages against us and two other brewing companies claiming total damages of approximately R$2.8 billion (of which approximately R$2.1 billion are claimed against us).  The public prosecutor alleges that: (1) alcohol causes serious damage to individual and public health, and that beer is the most consumed alcoholic beverage in Brazil; (2) defendants have approximately 90% of the national beer market share and are responsible for heavy investments in advertising; and (3) the advertising campaigns increase not only the market share of the defendants but also the total consumption of alcohol and, hence, cause damage to society and encourage underage consumption.

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Shortly after the above lawsuit was filed, a consumer-protection association applied to be admitted as a joint-plaintiff.  The association has made further requests in addition to the ones made by the Public Prosecutor, including the claim for “collective moral damages” in an amount to be ascertained by the court; however, it suggests that it should be equal to the initial request of R$2.8 billion (therefore, it doubles the initial amount involved).  The court has admitted the association as joint-plaintiff and has agreed to hear the new claims.  Based on management assessments, we believe that our chances of loss are remote and, therefore, we have not made any provision with respect to such claim.

#### Alcohol Litigation

The Brazilian Federal Prosecutor’s Office filed suits against the Brazilian government to increase the restriction of beer advertising in Brazil.  The public prosecutor alleges that: (1) alcohol causes serious damage to individual and public health; (2) the publicity increases the consumption of alcohol; and (3) there is already an alcohol advertising restriction to spirit drinks in Brazil.  We are not a party to these legal proceedings, but have been following them closely to understand how this industry could be affected.

### Dividend Policy

The timing, frequency and amount of future dividend payments, if any, will depend upon various factors that our Board of Directors may consider relevant, including our earnings and financial condition.  Our bylaws provide for a minimum mandatory dividend of 40% of our adjusted annual net income, if any, as determined under Brazilian GAAP at our parent company financial statements.  Brazilian companies are permitted to make limited distributions to shareholders in the form of interest accrued on share capital, commonly referred to as “interest on shareholders’ equity”, and treat such payments as an expense for purposes of Brazilian income tax and social contribution on profits.  This notional interest distribution is treated for accounting purposes as a deduction from shareholders’ equity in a manner similar to a dividend.  The benefit from the tax deductible interest on shareholders’ equity is recorded in the income statement.  The minimum mandatory dividend includes amounts paid as interest on shareholders’ equity.  However, payment of such interest on shareholders’ equity is subject to Brazilian withholding income tax, whereas no such withholding is required in connection with dividends paid.  For further information on this matter see “Item 10. Additional Information—E. Taxation—Brazilian Tax Considerations—Income Tax.”

Annual adjusted net income not distributed as dividends or interest on shareholders’ equity may be capitalized, used to absorb losses or otherwise appropriated as allowed under the Brazilian Corporation Law and our bylaws.  Therefore, annual adjusted net income amounts may not necessarily be available to be paid as dividends.  We may also not pay dividends to our shareholders in any particular fiscal year upon the determination of the Board of Directors that such distribution would be inadvisable in view of our financial condition at the time.  Any such dividends not distributed would be allocated to a special reserve account for future payment to shareholders, unless used to offset subsequent losses.  For further information on this matter, see “Item 3. Key Information— D. Risk Factors—Risks Relating to Our Common Shares and ADSs—Our shareholders may not receive any dividends.”

For further information on provisions of the Brazilian Corporation Law relating to required reserves and payment of dividends or interest on shareholders’ equity, as well as specific rules applicable to the payment of dividends by us under our bylaws, see “Item 10. Additional Information—B. Memorandum and Articles of Association—Reserves.”

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Ambev S.A. The following table shows the cash dividends paid by Ambev, since the approval of the stock swap merger of Old Ambev with us in July 2013, to holders of Ambev’s common shares inreaisand in U.S. dollars (translated fromreaisat the commercial exchange rate as of the date of payment).  The amounts include interest on shareholders’ equity, net of withholding tax.  The last distribution of dividends approved, which relates to the second half of the 2013 fiscal year, was scheduled for first payment by Ambev on January 23, 2014.  Earnings Generated

   First Payment Date

   ReaisperShares(1)

   U.S. Dollar Equivalent per Share at Payment Date(1)(2)First half 2013(3)

   September 27, 2013(3)

   0.13

   0.06Second half 2013

   January 23, 2014

   0.10

   0.04
  (1)   The amounts set forth above are amounts actually received by shareholders, which are net of withholding tax.  The financial statements present the amounts actually disbursed, including the withholding tax on interest on shareholders’ equity, which was paid by Ambev on behalf of shareholders.  The dividends set forth above are calculated based on the number of outstanding shares at the date the distributions were declared.  See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.” (2)   Translated to U.S. dollars at the exchange rate in effect at the first scheduled payment date. (3)   The actual exchange of Old Ambev shares for new Ambev shares in the stock swap merger of Old Ambev with us was settled only in November 2013 (for information on the refererred stock swap merger, see “Item 4. Information on the Company—A. History and Development of the Company—Stock Swap Merger of Old Ambev with Ambev S.A.).  However, these September 2013 earnings were paid out by Ambev (and not Old Ambev) because by September 27, 2013 the stock swap merger of Old Ambev with us was already legally effective under Brazilian law because it had been approved at shareholders’ meetings of both companies held on July 2013.  Therefore, the dividends related to these earning were distributed by Ambev in accordance with the rules set forth in its bylaws, according to which each and every Ambev share participates equally in the dividend pool, notwithstanding the fact that Old Ambev common and preferred shares were still technically outstanding in September 2013 and Old Ambev’s bylaws provided for a different formula for the distribution of dividends to its common shareholders and preferred shareholders. Old Ambev The following table shows the cash dividends paid by Old Ambev, since 2010 and during the time in which it was still a publicly-held company, to holders of its common and preferred shares inreaisand in U.S. dollars (translated fromreaisat the commercial exchange rate as of the date of payment).  The amounts include interest on shareholders’ equity, net of withholding tax.  The last distribution of dividends approved for Old Ambev, during the period referred in the prior sentence and which relates to the first half of the 2013 fiscal year, was scheduled for first payment by Old Ambev on January 21, 2013.  The dividend per share amounts shown below are based on the historical capital structure of Old AmBev, which was comprised of voting common shares and non-voting preferred shares, the latter of which were entitled to dividend and interest on shareholders’ equity payments in an amount 10% greater than that payble with respect to the Old Ambev common shares.  Because the figures shown below are based on the historical capital structure of Old AmBev, they do not take into account the 1:5 splitting effect that resulted from the exchange of five new Ambev common shares for each and every Old Ambev common and preferred share surrendered in the 2013 stock stock swap merger of Old Ambev with us (see “Item 4. Information on the Company—A. History and Development of the Company—Stock Swap Merger of Old Ambev with Ambev S.A.”).  Earnings Generated

   First Payment Date

   Old Ambev Share Class

   ReaisperShares(1)

   U.S. Dollar Equivalent per Share at Payment Date(1)(2)First half 2010

   April 1, 2010

   (preferred)

   0.33

   0.18(common)

   0.30

   0.17Second half 2010

   October 14, 2010

   (preferred)

   0.65

   0.39(common)

   0.59

   0.36December 15, 2010

   (preferred)

   0.67

   0.39
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Earnings Generated

   First Payment Date

   Old Ambev Share Class

   ReaisperShares(1)

   U.S. Dollar Equivalent per Share at Payment Date(1)(2)First half 2011

   March 22, 2011

   (preferred)

   0.62

   0.37(common)

   0.56

   0.34Second half 2011

   August 5, 2011

   (preferred)

   0.39

   0.24(common)

   0.35

   0.22November 18, 2011

   (preferred)

   0.78

   0.44(common)

   0.71

   0.40First half 2012

   April 10, 2012

   (preferred)

   0.83

   0.45(common)

   0.75

   0.41Second half 2012

   July 27, 2012

   (preferred)

   0.40

   0.20(common)

   0.37

   0.18October 15, 2012

   (preferred)

   0.56

   0.28(common)

   0.51

   0.25First half 2013

   January 21, 2013

   (preferred)

   0.89

   0.45(common)

   0.81

   0.41March 28, 2013

   (preferred)

   0.62

   0.31(common)

   0.57

   0.28
  (1)   The amounts set forth above are amounts actually received by shareholders, which are net of withholding tax.  The financial statements present the amounts actually disbursed, including the withholding tax on interest on shareholders’ equity, which was paid by Old Ambev on behalf of shareholders.  The dividends set forth above are calculated based on the number of outstanding shares at the date the distributions were declared. (2)   Translated to U.S. dollars at the exchange rate in effect at the first scheduled payment date. For more information on rules and procedures for shareholder distributions under our bylaws, see “Item 10. Additional Information—B. Memorandum and Articles of Association—Reserves.”  B.            Significant Changes Except as otherwise disclosed in our audited consolidated financial statements and in this annual report, there have been no significant changes in our business, financial conditions or results since December 31, 2013.  102


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ITEM 9.                THE OFFER AND LISTING A.            Offer and Listing Details Not applicable.  Information regarding the price history of the stock listed as required by Item 9.A.4 is set forth below in “—C. Principal Market and Trading Market Price Information.” B.            Plan of Distribution Not applicable. C.            Principal Market and Trading Market Price Information We are registered as a publicly held company with the CVM.  Our common shares  are listed on the BM&FBOVESPA under the symbol “ABEV3”  and our ADSs are listed on the NYSE under the symbol “ABEV”. Our shares and ADSs began trading on the BM&FBOVESPA and the NYSE, respectively, on November 11, 2013.  The shares and ADSs of Old Ambev ceased all trading activities on those stock exchanges on the close of business of November 8, 2013. Ambev has only one class of shares (i.e., voting common shares), including in the form of ADSs (evidenced by ADRs), with each ADS representing one Ambev common share.  The Ambev common shares and ADSs are registered under the Exchange Act.  As of January 31, 2014, Ambev had 15,664,293,766 shares outstanding.  As of January 31, 2014, there were 1,374,790,968 Ambev ADSs outstanding (representing 1,374,790,968 Ambev shares, which corresponds to 8.8% of the total Ambev shares outstanding).  The Ambev shares held in the form of ADSs under the Ambev ADS facilities are deemed to be the shares held in the “host country” (i.e., the United States) for purposes of the Exchange Act.  In addition, as of January 31, 2014 there were 103 registered holders of Ambev ADSs. Ambev S.A. Shares The table below shows the quoted high and low closing sales prices inreaisof our shares on BM&FBOVESPA for the indicated periods, considering the commencement of trading of those shares on November 11, 2013. Trading Prices on the BM&FBOVESPA: Ambev Common SharesPer Common ShareHigh

   LowAnnual

   (in reais)2013 (starting November 11)

   17.39

   16.17QuarterlyFourth quarter 2013 (starting November 11)

   17.39

   16.17Monthly2014March (until March 20)

   16.88

   16.36February

   16.89

   15.44January

   17.24

   15.872013December

   17.25

   16.17November (starting November 11)

   17.39

   16.78
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ADSs The table below shows the quoted high and low closing sales prices in U.S. dollars of our ADSs on the NYSE for the indicated periods, considering the commencement of trading of those ADSs on November 11, 2013. Trading Prices on the NYSE: Ambev ADSsPer ADSHigh

   LowAnnual

   (in reais)2013 (starting November 11)

   7.59

   6.83QuarterlyFourth quarter 2013 (starting November 11)

   7.59

   6.83Monthly2014March (until March 20)

   7.25

   6.93February

   7.23

   6.23January

   7.19

   6.532013December

   7.26

   6.83November (starting November 11)

   7.59

   7.11
 Old Ambev The Old Ambev stock and ADS quotes below are based on the historical capital structure of Old AmBev, which was comprised of voting common shares and non-voting preferred shares.  Therefore, they do not take into account the 1:5 splitting effect that resulted from the exchange of five new Ambev common shares for each and every Old Ambev common and preferred share surrendered in the 2013 stock stock swap merger of Old Ambev with us (see “Item 4. Information on the Company—A. History and Development of the Company—Stock Swap Merger of Old Ambev with Ambev S.A.”).  104


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Shares The table below shows the quoted high and low closing sales prices inreaison the BM&FBOVESPA for preferred and common shares of Old Ambev for the indicated periods, considering the last date of trading of those shares on November 8, 2013. Trading Prices on the BM&FBOVESPA: Old Ambev Common and Preferred SharesPer Common Share

   Per Preferred ShareHigh

   Low

   High

   LowAnnual

   (in reais)

   (in reais)2013 (until November 8)

   89.74

   75.11

   90.96

   74.682012

   86.24

   49.03

   88.94

   61.142011

   54.60

   35.67

   67.30

   42.282010

   43.40

   27.61

   50.76

   32.502009

   30.00

   15.16

   34.98

   18.032008

   26.60

   14.40

   29.36

   17.20Quarterly2013Third quarter(until November 8)

   87.76

   79.46

   86.23

   79.46Second quarter

   85.86

   75.11

   86.45

   75.11First quarter

   89.74

   80.89

   90.96

   74.682012Fourth quarter

   86.24

   64.20

   88.94

   77.89Third quarter

   63.66

   59.08

   78.89

   72.57Second quarter

   67.21

   57.33

   80.72

   70.28First quarter

   65.18

   49.03

   78.09

   61.142011Fourth quarter

   54.60

   44.50

   67.30

   55.30Third quarter

   46.30

   36.97

   57.00

   44.10Second quarter

   44.10

   38.48

   51.90

   45.00First quarter

   43.51

   35.68

   51.21

   42.30Monthly2013November (until November 8)

   87.00

   82.40

   85.53

   81.05October

   86.80

   83.45

   85.69

   82.31September

   87.76

   80.58

   86.23

   79.35August

   87.22

   79.73

   86.02

   78.73July

   85.33

   79.46

   84.10

   78.31June

   81.95

   75.11

   81.66

   74.68May

   85.86

   79.35

   86.45

   79.40
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ADSs The information presented in the table below represents, for the indicated periods, the reported high and low closing sales prices of Old Ambev’s ADSs quoted in U.S. dollars on the NYSE, considering the last date of trading of those shares on November 8, 2013. Trading Prices on the NYSE: Old Ambev Common and Preferred ADSsPer Common ADS

   Per Preferred ADSHigh

   Low

   High

   LowAnnual

   (in US$)

   (in US$)2013 (until November 8)

   45.53

   33.14

   47.06

   33.732012

   41.76

   26.49

   43.09

   33.232011

   29.08

   21.64

   36.26

   25.652010

   26.30

   15.40

   31.12

   17.822009

   17.40

   6.21

   20.44

   7.422008

   15.95

   6.01

   17.64

   7.30Quarterly2013Third quarter(until November 8)

   40.14

   33.61

   40.12

   33.94Second quarter

   42.37

   33.14

   43.60

   33.73First quarter

   45.53

   40.57

   47.06

   41.522012Fourth quarter

   41.76

   31.53

   42.31

   38.53Third quarter

   30.93

   28.56

   39.08

   35.49Second quarter

   35.90

   28.15

   43.09

   34.71First quarter

   35.62

   26.49

   43.01

   33.232011Fourth quarter

   29.08

   23.59

   36.26

   29.92Third quarter

   29.04

   22.66

   35.64

   27.98Second quarter

   28.57

   24.09

   33.73

   28.86First quarter

   26.65

   21.64

   31.79

   25.65Monthly2013November (until November 8)

   37.30

   36.00

   37.36

   35.95October

   40.14

   37.15

   40.12

   37.20September

   39.50

   34.03

   39.23

   34.35August

   37.99

   33.61

   38.48

   33.94July

   37.20

   35.41

   37.78

   35.76June

   37.57

   33.14

   38.05

   33.73May

   42.37

   37.25

   43.60

   38.07
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### Regulation of the Brazilian Securities Market

The Brazilian securities markets are regulated by the CVM, which has regulatory authority over the stock exchanges and securities markets, as well as by the Central Bank, which has, among other powers, licensing authority over brokerage firms and regulates foreign investment and foreign exchange transactions.  The Brazilian securities markets are governed by Law No. 6,385 dated December 7, 1976, as amended, or the Brazilian Securities Law, and by the Brazilian Corporation Law, as amended and supplemented.  These laws and regulations, among others, provide for disclosure requirements, restrictions on insider trading and price manipulation, and protection of minority shareholders.  They also provide for licensing and oversight of brokerage firms and governance of Brazilian stock exchanges.  However, the Brazilian securities markets are not as highly regulated and supervised as U.S. securities markets.

Under the Brazilian Corporation Law, a company is either publicly held (listed), such as Ambev, whose shares are publicly traded on the BM&FBOVESPA, or privately held (unlisted).  All listed companies are registered with the CVM and are subject to reporting and regulatory requirements.  The Brazilian Corporation Law allows the CVM to classify listed companies according to the kind of securities they issue.  A company registered with the CVM may trade its securities either on the Brazilian stock exchanges or in the Brazilian over-the-counter market.  Shares of companies like Ambev traded on the BM&FBOVESPA may not simultaneously be traded on the Brazilian over-the-counter market.  The shares of a listed company, including Ambev, may also be traded privately subject to several limitations.  To be listed on the BM&FBOVESPA, a company must apply for registration with the CVM and the BM&FBOVESPA.

The trading of securities on the Brazilian stock exchanges may be halted at the request of a company in anticipation of a material announcement.  Companies may be required by law to request such suspension.  Trading may also be suspended on the initiative of a Brazilian stock exchange or the CVM, among other reasons, based on or due to a belief that a company has provided inadequate information regarding a significant event or has provided inadequate responses to inquiries by the CVM or a stock exchange.

### Trading on the Brazilian Stock Exchanges

BM&FBOVESPA is the only Brazilian stock exchange on which private equity and private debt may be traded.

BM&FBOVESPA trading sessions are from 10:00 a.m. to 5:00 p.m., São Paulo time.  Equity trading is executed fully electronically through an order-driven trading system calledMegabolsa.  Additionally, the home broker system through the Internet has been established allowing retail investors to transmit orders directly to the BM&FBOVESPA.  BM&FBOVESPA also permits trading from 5:30 p.m. to 6:00 p.m. on an online system connected toMegabolsaand Internet brokers called the After Market.  The After Market session is restricted to certain stocks that were traded through the electronic system.  Trading on the After Market is subject to regulatory limits on price volatility and on the volume of shares transacted through Internet brokers.  CVM has discretionary authority to suspend trading in shares of a particular issuer under specific circumstances.  Securities listed on the BM&FBOVESPA may also be traded off the exchange under specific circumstances, but such trading is very limited.

Settlement of transactions is effected three business days after the trade date, without adjustment for inflation.  Delivery of and payment for shares are made through the facilities of separate clearinghouses for eachexchange, which maintain accounts for the member brokerage firms.  The seller is ordinarily required to deliver the shares to the exchange on the second business day following the trade date.  The clearing house for BM&FBOVESPA isCompanhia Brasileira de Liquidação e Custódia, or the CBLC, which is owned by BM&FBOVESPA, among others.

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In order to better control volatility, BM&FBOVESPA has adopted a “circuit breaker” mechanism pursuant to which trading sessions may be suspended for a period of 30 minutes or one hour whenever the index of the stock exchange falls 10% or 15%, respectively, compared to the previous day’s closing index.  If the market falls more than 15% compared to the previous day no more pauses are taken.  The “circuit breaker” is not allowed to be started during the last 30 minutes of the trading session. Although the Brazilian equity market is Latin America’s largest in terms of market capitalization, it is smaller, more volatile and less liquid than the major U.S. and European securities markets.  As of December 31, 2013, the aggregate market capitalization of all the companies listed on BM&FBOVESPA was equivalent to approximately R$2.4 trillion.  Although all of the outstanding shares of a listed company are actually available for trading by the public, in most cases fewer than half of the listed shares are actually traded by the public because the remainders of a listed company’s shares are usually held by small groups of controlling persons, by governmental entities or by one principal shareholder.  For this reason, data showing the total market capitalization of Brazilian stock exchanges tend to overstate the liquidity of the Brazilian equity securities market. There is also significantly greater concentration in the Brazilian securities markets.  During the year ended December 31, 2013, the ten most actively traded issues represented 41.3% of the total value of shares traded on BM&FBOVESPA, comparable to the 37.9% of total value in 2012. Trading on Brazilian stock exchanges by non-residents of Brazil is subject to limitations under Brazilian foreign investment legislation.  See “Item 3. Key Information—A. Selected Financial Data—Exchange Rate Information—Exchange Controls” and “Item 10. Additional Information—B. Memorandum and Articles of Association—Restrictions on Foreign Investment.” D.            Selling Shareholders Not applicable. E.            Dilution Not applicable. F.            Expenses of the Issue Not applicable.  108


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ITEM 10.              ADDITIONAL INFORMATION A.            Share Capital Not applicable. B.            Memorandum and Articles of Association Below is a brief summary of the material provisions concerning our common shares, bylaws and the Brazilian Corporation Law.  In Brazil, the principal governing document of a corporation is its bylaws (Estatuto Social).  This description is qualified in its entirety by reference to the Brazilian Corporation Law and our bylaws.  An English translation of our bylaws has been filed with the SEC as an exhibit to this annual report.  A copy of our bylaws (together with an English translation) is also available for inspection at the principal office of the depositary and at our website (www.ambev-ir.com).  Information on ownership of our shares is set forth under “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.” As of January 31, 2014, our  capital stock was equal to R$57,000,946,244.65 divided into 15,664,342,206 issued common shares, without par value, of which 48,000 were treasury shares.  We are authorized to increase our capital up to 19,000,000,000 shares upon the decision of our Board of Directors, without the need to amend our bylaws.  We have a single-class share structure, comprised exclusively of voting common shares, and there are no classes or series of preferred shares outstanding. Pursuant to the Brazilian Corporation Law, we are allowed to sell in the open market any Ambev common shares that have been subscribed but not paid in full within the applicable deadline set forth in our bylaws or the applicable subscription bulletin under which those shares were issued.  If an open market sale is impractical, any subscribed but unpaid Ambev common shares may be forfeited. Each common share entitles the holder thereof to one vote at our shareholders’ meetings.  Holders of common shares are not entitled to any preference upon our liquidation. The Board of Directors does not vote on compensation payable to them or any of their members.  For more information on management compensation, see “Item 6. Directors, Senior Management and Employees—C. Board Practices—The Board of Directors—Operations, Finance and Compensation Committee.” There is no age limit for retirement applicable to the members of our Board of Director in our by-laws. General Our registered name is Ambev S.A. and our registered office is in São Paulo, São Paulo, Brazil.  Our registration number with the São Paulo Commercial Registry is 35,300,368,941.  Our principal corporate purposes include the production and sale of beer, CSDs and other beverages.  A more detailed description of our purposes can be found in Chapter I, Article 3 of our bylaws. Rights of the Ambev Common Shares Each of our common shares is indivisible and entitles its holder to one vote at any shareholders’ meeting of Ambev.  In accordance with our bylaws and the Brazilian Corporation Law, shareholders have the right to receive dividends or other distributions in proportion to their equity interest in our share capital.  For additional information regarding the payment of dividends and other distributions relating to our common shares, see “Item 8. Financial Information—A. Consolidated Financial Statements and Other Financial Information—Dividend Policy.”  In addition, our shareholders may freely transfer their shares and are entitled to be included in a statutory change of control tender offer upon a disposition of our control. 109


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Also, upon our liquidation, and after the discharge of all our liabilities, our common shares entitle its holders to a participation in our remaining assets as capital reimbursement in proportion to their equity interest in our share capital.  Holders of our common shares have the right, but not the obligation, to subscribe for our future capital increases. Moreover, pursuant to the Brazilian Corporation Law, neither our bylaws nor actions taken at a shareholders’ meeting may deprive a shareholder of the following rights: ·the right to participate in our profit distributions; ·the right to participate in our remaining assets in proportion to its equity interest in our share capital in the event of our liquidation; ·preemptive rights to subscribe for our common shares, convertible debentures and warrants, except in certain circumstances under the Brazilian Corporation Law, as described in “—Preemptive Rights”; ·the right to inspect and monitor our management, in accordance with the Brazilian Corporation Law; ·the right to vote at shareholders’ meetings; and ·the right to exercise appraisal rights and withdraw from the Company in the cases provided under the Brazilian Corporation Law, as described in “—Appraisal Rights.” Shareholders’ Meetings Pursuant to the Brazilian Corporation Law, shareholders, during shareholders’ meetings regularly called and convened, are generally empowered to pass resolutions relating to our corporate purpose as they may deem necessary.  Shareholders’ meetings may be ordinary, such as the annual meeting, or extraordinary.  Shareholders at the annual shareholders’ meeting, which is required to be held within four months of the end of our fiscal year, have the exclusive power to approve our financial statements and to determine the allocation of our adjusted net income and the distribution of dividends with respect to the fiscal year ended immediately prior to the relevant annual meeting.  Extraordinary shareholders’ meetings are convened to approve the remaining matters within their competency as provided by law and/or our bylaws.  An extraordinary shareholders’ meeting may be held concurrently with an ordinary meeting. A shareholders’ meeting is convened by publishing a meeting call notice no later than 15 days prior to the scheduled meeting date, on first call, and no later than eight days prior to the date of the meeting, on second call, and no fewer than three times, in theDiário Oficial do Estado de São Pauloand in a newspaper with general circulation in São Paulo, where we have our registered office.  In certain circumstances, however, the CVM may require that the first notice be published no later than 30 days prior to the meeting.  At the shareholders’ meeting held on March 1, 2013, our shareholders designatedValor Econômico, a newspaper with general circulation in São Paulo for this purpose.   The call notice must contain the date, time, place and agenda of the meeting, and in case of amendments to the bylaws, the indication of the relevant matters.  CVM Rule No. 481 of December 17, 2009, also requires that additional information be disclosed in the meeting call notice for certain matters.  For example, in the event of an election of directors, the meeting call notice shall also disclose the minimum percentage of equity interest required from a shareholder to request the adoption of cumulative voting procedures.  All documents in connection with the shareholders’ meeting’s agenda shall be made available to shareholders either within at least one month prior to the meeting or upon publication of the first meeting call notice, as the case may be, except if otherwise required by law or CVM regulations. A shareholders’ meeting may be held if shareholders representing at least one quarter of the voting shares are present, except in some cases provided by law, such as in meetings seeking to amend the company’s bylaws, which requires the presence of shareholders representing at least two-thirds of the voting shares.  If no such quorum is present, an eight-day prior notice must be given in the same manner as described above, and a meeting may thenbe convened without any specific quorum requirement, subject to the minimum quorum and voting requirements for specific matters, as discussed below. 110


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Except as otherwise provided by law, resolutions of a shareholders’ meeting are passed by a simple majority vote of the shares present or represented at the meeting, abstentions not being taken into account.  Under the Brazilian Corporation Law, the approval of shareholders representing at least a majority of the issued and outstanding voting shares is required for the types of actions described below (among others): ·creating preferred shares or increasing disproportionately an existing class of preferred shares relative to the other classes of shares, unless such action is provided for or authorized by the bylaws; ·modifying a preference, privilege or condition of redemption or amortization conferred upon one or more classes of preferred shares, or creating a new class with greater privileges than those of the existing classes of preferred shares; ·reducing the minimum mandatory dividend; ·merging Ambev with another company or consolidating or executing a spin-off of Ambev; ·changing our corporate purpose; and ·dissolving Ambev or ceasing its liquidation status. Shareholders’ meetings may be called by our Board of Directors.  Under the Brazilian Corporation Law, meetings may also be convened by our shareholders as follows:  (1) by any shareholder, if the directors take more than 60 days to convene a shareholders’ meeting after the date they were required to do so under applicable laws and our bylaws, (2) by shareholders holding at least 5% of our total capital stock, if our Board of Directors fails to call a meeting within eight days after receipt of a justified request to call a meeting by those shareholders indicating the proposed agenda, (3) by shareholders holding at least 5% of our voting capital stock, if the directors fail to call a general meeting within eight days after receipt of a request to call a shareholders’ meeting for purpose of assembling a Fiscal Council, and (4) by our Fiscal Council, if the Board of Directors fails to call an annual shareholders’ meeting within 30 days after the mandatory date for such call.  The Fiscal Council may also call an extraordinary shareholders’ meeting if it believes that there are important or urgent matters to be addressed. To attend a shareholders’ meeting, shareholders or their legal representatives willing to attend the meeting shall present proof of ownership of their Company shares, including identification and/or pertinent documentation that evidences their legal representation of another shareholder.  A shareholder may be represented at a general meeting by an attorney-in-fact appointed no more than one year before the meeting, who must be another shareholder, a company officer or a lawyer.  For a publicly-held company, the attorney-in-fact may also be a financial institution.  Investment funds must be represented by their investment fund officer. Shareholders may not exercise voting rights whenever they are contributing assets in a capital increase paid in kind or with respect to the approval of their own accounts, as well as in those resolutions that may favor those shareholders specifically, or whenever there is a conflicting interest with the company.  Mergers between affiliated parties are subject to a special statutory valuation procedure intended to determine whether the exchange ratio is adequate for all parties involved, without preventing the approval of the resolution for lack of the statutory quorum. Board of Directors In accordance with the Brazilian Corporation Law, any matters subject to the approval of our Board of Directors can be approved by the affirmative vote of a majority of our Board members present at the relevant meeting, except as provided in our Shareholders’ Agreement. Under our bylaws, at least two members of its Board of Directors shall be independent directors.  According to our bylaws, for a director to be considered independent he or she may not:  (1) be a controllingshareholder, or a spouse or relative to the second degree of a controlling shareholder, (2) have been, within the last three years, an employee or executive officer of (a) Ambev or of any of our controlled companies or (b) our controlling shareholder or entities under common control with Ambev, (3) directly or indirectly, supply to, or purchase from, us, our controlled companies, controlling shareholder or entities under common control, any products or services, to such an extent as would cause that director to cease being independent, (4) be an employee or administrator of any corporation or entity that offers products or services to, or receives products or services from, us, our controlled companies, controlling shareholder or entities under common control, to such an extent as would cause that director to cease being independent, (5) be a spouse or relative to the second degree of any member of management of Ambev, its controlled companies, controlling company or entity under common control, or (6) receive any other compensation from Ambev, its controlled companies, controlling shareholder or entities under common control, aside from compensation for duties as a board member (gains arising from ownership of our stock are excluded from this restriction).  Our bylaws also set forth that directors elected by a separate ballot vote of minority shareholders holding at least 10% of our capital stock, as provided in paragraphs 4 and 5 of Section 141 of the Brazilian Corporation Law, shall be deemed independent regardless of compliance with the above mentioned criteria. 111


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According to the general principles of the Brazilian Corporation Law, if a director or an executive officer has a conflict of interest with a company in connection with any proposed transaction, the director or executive officer may not vote in any resolution of the Board of Directors or of the board of executive officers regarding such transaction and must disclose the nature and extent of the conflicting interest for purposes of recording such information in the minutes of the meeting.  In any case, a director or an executive officer may not transact any business with a company, including any borrowings, except on reasonable or fair terms and conditions that are identical to the terms and conditions prevailing in the market or offered by third parties.  Any transaction in which a director or executive officer may have an interest can only be approved if carried out on an arm’s-length basis. Since the enactment of Brazilian Law No. 12,431/11, which amended Section 146 of the Brazilian Corporation Law, directors no longer need to be shareholders to serve on the board of directors of a Brazilian corporation. Election of Directors Each Ambev common share represents one vote at any shareholders’ meeting in connection with the election of the Board of Directors of Ambev. Common shareholders holding at least 10% of our capital may elect one member and respective alternate to the Board of Directors without the participation of the controlling shareholders.  To exercise these minority rights, shareholders must prove their continuous ownership of their Ambev common shares for at least three months prior to the shareholders’ meeting convened to elect board members.  If that prerogative is exercised with the adoption of cumulative voting procedures, as described below, the controlling shareholder will always have the right to elect the same number of members appointed by minority shareholders plus one, regardless of the number of directors provided in our bylaws. Shareholders holding shares representing at least 10% of our capital, or a smaller applicable percentage according to a sliding scale determined by the CVM and based on a company’s capital stock (currently 5% of the Ambev common shares, pursuant to the CVM’s sliding scale), have the right to request that cumulative voting procedures be adopted.  Under such procedures, each of our common shares shall entitle as many votes as the number of director positions to be filled, and each shareholder may cast all of his or her votes for a single candidate or distribute them among various candidates. Under our bylaws and applicable law, the number of directors may be reduced to a minimum of three.  Since our Shareholders’ Agreement provides that, as long as FAHZ maintains a minimum shareholding in our capital stock, it shall have the right to appoint four members to our Board of Directors, any reduction in the number of such members to fewer than four would be subject to FAHZ’s prior approval.  After 2019, however, FAHZ shall have the right to appoint only two members to our Board of Directors. 112


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The current members of our Board of Directors were elected by our controlling shareholders.  Board members, regardless of the shareholder they represent, owe fiduciary duties to the Company and all of our shareholders.  At the same time, any director appointed by shareholders bound by a shareholders’ agreement is also bound by the terms of that agreement. For more information on our shareholders’ agreements, see “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders—Ambev’s Major Shareholders.” Dividends The discussion below summarizes the main provisions of the Brazilian Corporation Law regarding the establishment of reserves by corporations and rules with respect to the distribution of dividends, including provisions regarding interest on shareholders’ equity. Calculation of Distributable Amounts At each annual shareholders’ meeting, our Board of Directors is required to propose how Ambev’s net income for the preceding fiscal year is to be allocated.  For purposes of the Brazilian Corporation Law, a company’s net income after income taxes and social contribution on profits for the immediately preceding fiscal year, net of any accumulated losses from prior fiscal years and amounts allocated to employees’ and management’s participation in earnings, represents its “adjusted net income” for such preceding fiscal year.  In accordance with the Brazilian Corporation Law, an amount equal to such adjusted net income, which is also referred to in this section as the distributable amount, will be available for distribution to shareholders in any particular year.  Such distributable amount is subject to: ·reductions that may be caused by amounts contributed for the purpose of meeting the charges of the assistance foundation for employees and management of the Company and its controlled companies, with due regard for the rules established by the Board of Directors to this effect; up to 10% of the distributable amount may be contributed under this concept; ·reductions caused by amounts allocated to the Legal Reserve or Contingency Reserves (see “—Reserves”); and ·increases caused by reversals of reserves constituted in prior years. Minimum Mandatory Dividend We are required by our bylaws to distribute to shareholders as dividends in respect to each fiscal year ending on December 31 a minimum mandatory dividend equivalent to no less than 40% of the distributable amount.  In addition to the minimum mandatory dividend, the Board of Directors may recommend payment of additional dividends to shareholders.  The limit for dividend payment is the distributable amount plus the balance available in our statutory “Investment Reserve,” to which we allocate distributable amounts from previous fiscal years not paid as dividends.  See “—Reserves.”  Furthermore, the Board of Directors may also resolve on the distribution of interim dividends and/or interest on shareholders’ equity based on the accrued profits or existing profits reserves presented in the latest annual or six-month balance sheet.  Interim dividends and interest on shareholders’ equity is always counted as an advancement towards the minimum mandatory dividend. In addition, the minimum mandatory dividend, whether the full amount or only a portion thereof, may not be distributed in any given year should the Board of Directors consider that such payment is incompatible with the Ambev’s financial situation, subject to shareholder approval.  While the law does not establish the circumstances in which distribution of the minimum mandatory dividend is incompatible with a company’s financial situation, it is generally agreed that a company is allowed to refrain from paying the minimum mandatory dividend if such payment threatens its existence as a going concern or harms its normal course of operations.  The Fiscal Council must opine on the nonpayment of minimum mandatory dividends, and management must submit to the CVM a report explaining the reasons considered by the Board of Directors to withhold the payment of the minimum mandatory dividend no later than five business days after such a decision is taken.  113


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Any postponed payment of minimum mandatory dividends must be allocated to a special reserve.  Any remaining balance in such reserve not absorbed by losses in subsequent fiscal years must be paid to shareholders as soon as the Company’s financial situation allows. Payment of Dividends Under the Brazilian Corporation Law any holder of record of shares at the time of a dividend declaration is entitled to receive such dividends, which are generally required to be paid within 60 days following the date of such declaration, unless otherwise resolved by the shareholders’ meetings, which, in either case, must occur prior to the end of the fiscal year in which such dividends were declared.  Our bylaws do not provide for a time frame for payment of dividends.  The minimum mandatory dividend is satisfied through payments made both in the form of dividends and interest on shareholders’ equity, which, from an economic perspective, is equivalent to a dividend but represents a tax efficient alternative to distribute earnings to shareholders because it is deductible for income tax purposes up to a certain limit established by Brazilian tax laws (see “—Interest on Shareholders’ Equity”).  Shareholders have a three-year period from the dividend payment date to claim the payment of dividends, after which we are no longer liable for such payment. Shareholders who are not residents of Brazil must register their investment with the Central Bank in order for dividends, sales proceeds or other amounts to be eligible for remittance in foreign currency outside of Brazil.  Our common shares underlying the Ambev ADSs will be deposited with the Brazilian custodian, Banco Bradesco S.A., which acts on behalf of and as agent for the Depositary, which is registered with the Central Bank as the fiduciary owner of those common shares underlying our ADSs.  Payments of cash dividends and distributions on our common shares will be made inreaisto the custodian on behalf of the Depositary.  The custodian will then convert those proceeds into U.S. dollars and will deliver those U.S. dollars to the Depositary for distribution to ADS holders.  If the custodian is unable to immediately convert dividends inreaisinto U.S. dollars, ADS holders may be adversely affected by devaluations of therealor other exchange rate fluctuations before those dividends can be converted into U.S. dollars and remitted abroad.  Fluctuations in the exchange rate between therealand the U.S. dollar may also affect the U.S. dollar equivalent of the trading price of our common shares inreaison the BM&FBOVESPA. Interest on Shareholders’ Equity Brazilian companies are permitted to distribute earnings to shareholders under the concept of an interest payment on shareholders’ equity, calculated based on Ambev’s shareholders’ equity accounts multiplied by the TJLP rate.  The TJLP is the official interest rate defined by the Central Bank and used as reference in long-term loans provided by the BNDES. Amounts distributed by Ambev to its shareholders as interest on shareholders’ equity is deductible for purposes of income tax and social contribution applicable to our profits.  The amount of the deduction may not exceed the greater of: ·50% of net income (after the deduction of social contribution on net income but before taking into consideration the provision for corporate income tax and the amounts attributable to shareholders as interest on shareholders’ equity) for the period in respect of which the payment is made; or ·50% of the sum of retained profits and profit reserves as of the date of the beginning of the period in respect of which the payment is made. Interest on shareholders’ equity is treated similarly to dividends for purposes of distribution of profits.  The only significant difference is that a 15% withholding income tax is due by nonexempt shareholders, resident or not of Brazil, upon receipt of such interest payment, which tax must be withheld by us on behalf of our shareholders when the distribution is implemented.  If the shareholder is not a Brazilian resident, and is resident or domiciled in a tax-haven jurisdiction, withholding income tax is due at a 25% rate (for a discussion of the concept of tax-haven jurisdiction for purposes of Brazilian tax law, see “—E. Taxation—Brazilian Tax Considerations—Income Tax—Taxation of Gains”).  The amount shareholders receive as interest on shareholders’ equity net of taxes is deducted from the minimum mandatory dividend owed to shareholders.  114


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Reserves General The Brazilian Corporation Law provides that all discretionary allocations of adjusted net income, including the Unrealized Income Reserve and the Investment Reserve, are subject to shareholder approval and may be added to capital (except for the amounts allocated to the Unrealized Income Reserve) or distributed as dividends in subsequent years.  In the case of Tax Incentive Reserve and the Legal Reserve, they are also subject to shareholder approval; however, the use of their respective balances is limited to having those balances added to capital or used to absorb losses.  They cannot be used as a source for income distribution to shareholders. Legal Reserve Under the Brazilian Corporation Law, corporations are required to maintain a “Legal Reserve” to which they must allocate 5% of their adjusted net income for each fiscal year until the balance of the reserve equals 20% of their share capital.  However, corporations are not required to make any allocations to their legal reserve in a fiscal year in which the Legal Reserve, when added to other established capital reserves, exceeds 30% of their share capital.  Accumulated losses, if any, may be charged against the Legal Reserve.  Other than that, the Legal Reserve can only be used to increase a company’s share capital. Contingency Reserve Under the Brazilian Corporation Law, a portion of a corporation’s adjusted net income may also be discretionally allocated to a “Contingency Reserve” for an anticipated loss that is deemed probable in future years.  Any amount so allocated in a prior year must be either reversed in the fiscal year in which the loss was anticipated if that loss does not in fact occur or is not charged off in the event that the anticipated loss occurs. Investment Reserve Under Brazilian Corporation Law, we are permitted to provide for the allocation of part of our net income to discretionary reserve accounts that may be established in accordance with our bylaws. The allocation of our net income to discretionary reserve accounts may not be made if it serves to prevent the distribution of the minimum mandatory distributable amount. According to our bylaws, a portion of our adjusted net income may be allocated to an “Investment Reserve” for the expansion of our activities, including to be capitalized by us or for our investment in new business ventures. Pursuant to our bylaws, the Investment Reserve balance is not allowed to be greater than 80% of our share capital.  In case such limit is reached, shareholders may resolve to use the exceeding amount for conversion into share capital or to be distributed as dividends. Unrealized Income Reserve Pursuant to the Brazilian Corporation Law, the amount by which the minimum mandatory dividend exceeds the “realized” portion of net income for any particular year may be allocated to the Unrealized Income Reserve.  The realized portion of net income is the amount by which the adjusted net income exceeds the sum of: (i)            our net positive results, if any, from the equity method of accounting for earnings and losses of our subsidiaries and certain affiliates; and (ii)           the net profits, net gains or net return obtained on transactions or on accounting of assets and liabilities based on their market value, to be completed after the end of the following fiscal year.  115


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Tax Incentive Reserve Under the Brazilian Corporation Law, a portion of the adjusted net income may also be allocated to a general “Tax Incentive Reserve” in amounts corresponding to reductions in a company’s income tax generated by credits for particular government-approved investments.  This reserve is available only in connection with the acquisition of capital stock of companies undertaking specific government-approved projects. Goodwill Premium from Shares Issued Pursuant to the Brazilian Corporation Law, the amount received from subscription of shares in excess of the average book value of the shares must be allocated to this reserve.  The amount can be used for future capital increases without the issuance of new shares or to support an approved share buyback program. Fiscal Benefit of Goodwill Premium Amortization (CVM Rule No. 319/99) Pursuant to CVM Rule No. 319/99, when a reporting company merges with its parent company, while remaining a reporting company, the goodwill previously paid by the parent company on its acquisition is deductible for purposes of income tax and social contribution on profits.  This future tax benefit is recorded as a capital reserve by the reporting company.  As this benefit is realized, the company increases its share capital proportionally to the benefit, and is able to issue new shares to the parent company, pursuant to the terms of the merger agreement. Liquidation In the event of our liquidation, an extraordinary general shareholders’ meeting shall determine the form of liquidation and appoint a committee to supervise the process during the liquidation period.  A liquidator shall be appointed by the Board of Directors. Restrictions on Foreign Investment There are no restrictions on ownership or voting rights in respect of our common shares owned by individuals or legal entities domiciled outside Brazil.  For a description of voting rights, see “—Rights of the Ambev Common Shares” and “—Shareholders’ Meetings.”  The right to convert payments of dividends (including interest on shareholders’ equity) and proceeds from the sale of our common shares into foreign currency and to remit those amounts outside Brazil, however, is subject to exchange control and foreign investment legislation.  For a description of these exchange control restrictions and foreign investment legislation, see “Item 3. Key Information—A. Selected Financial Data—Exchange Rate Information—Exchange Controls.” Appraisal Rights Under the Brazilian Corporation Law, dissenting shareholders have appraisal rights that allow them to withdraw from the Company and be reimbursed for the value of their Ambev common shares, whenever a decision is taken at a shareholders’ meeting by a qualified quorum of shareholders representing at least 50% of the total voting capital to (among others): ·create preferred shares or increase disproportionately an existing class of preferred shares relative to the other classes of shares, unless such action is provided for or authorized by our bylaws; ·modify a preference, privilege or condition of redemption or amortization conferred upon one or more classes of preferred shares, or create a new class with greater privileges than the existing classes of preferred shares; ·reduce the minimum mandatory dividend; ·merge or consolidate us with another company; 116


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·change our corporate purpose; ·conduct a spin-off of Ambev, if the new entities resulting from the spin-off have different primary corporate purposes or a lower minimum mandatory dividend or such spin-off causes us to join a group of companies (as defined in the Brazilian Corporation Law); ·transform us into another corporate type; ·conduct a stock swap merger of Ambev with another company, so that Ambev becomes a wholly-owned subsidiary of that company; or ·approve the acquisition of control of another company, the price of which exceeds the limits set forth in the Brazilian Corporation Law. In cases where Ambev merges with another company or participates in a group of companies (as defined in the Brazilian Corporation Law), our shareholders will not be entitled to exercise appraisal rights if their Ambev common shares are (1) liquid, defined as being part of the IBOVESPA Index or another traded stock exchange index (as defined by the CVM) and (2) widely-held such that the controlling shareholder or companies under its control holds less than 50% of the referred common shares. Appraisal rights expire within 30 days after publication of the minutes of the relevant shareholders’ meeting that approved the transaction.  We are entitled to reconsider any action triggering appraisal rights within 10 days following the expiration of the 30-day appraisal rights exercise period if the redemption of our common shares held by dissenting shareholders would jeopardize our financial stability. Any shareholder that exercises appraisal rights is, in general, entitled to receive the amount equivalent to its shares’ book value as per the last balance sheet approved by our shareholders.  If the resolution giving rise to appraisal rights is approved within more than 60 days after the date of the last shareholder-approved balance sheet of Ambev, dissenting shareholders may require that the value of their shares be calculated on the basis of an updated balance sheet (balanço especial) dated no less than 60 days before the resolution date.  In this case, we must (1) immediately advance 80% of the book value of the shares to be redeemed according to the most recent balance sheet approved by our shareholders and (2) pay the remaining balance within 120 days after the date of the resolution of the shareholders’ meeting.  However, if the advanced payment of 80% of the book value of the shares to be redeemed is greater than the actual appraisal rights value per share determined by the updated balance sheet, then the amount in excess advanced by the Company shall be refunded to us by the dissenting shareholders who exercised appraisal rights. As a general rule, shareholders who acquire their shares after the publishing of a first meeting call notice or the relevant press release concerning the meeting will not be entitled to appraisal rights. Preemptive Rights Each shareholder of Ambev generally has preemptive rights to subscribe for new shares of Ambev in our capital increases (including in the issuance of stock purchase warrants or convertible bonds) in proportion to its shareholdings.  A minimum 30-day period following the publication of the capital increase notice is given for the exercise of preemptive rights.  Preemptive rights may be purchased and sold by shareholders.  Our bylaws provide that if the Board of Directors decides to increase our share capital within the limit of the authorized capital through sales in stock exchanges, public offerings or public tender offers, no preemptive rights will apply.  In addition, Brazilian law provides that the grant or the exercise of stock options pursuant to certain stock option plans, such as our Stock Option Plan, is not subject to preemptive rights. Inspection of Corporate Records Shareholders that own 5% or more of our outstanding share capital have the right to inspect our corporate records, including shareholders’ lists, corporate minutes, financial records and other documents, if (1) Ambev or anyof its officers or directors have committed any act contrary to Brazilian law or our bylaws or (2) there are grounds to suspect that there are material irregularities in the company.  However, in either case, shareholders desiring to inspect our corporate records must obtain a court order authorizing the inspection.  117


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Form and Transfer Brazilian law provides that ownership of shares issued by a Brazilian corporation shall generally be evidenced only by a record of ownership maintained by either the corporation or an accredited intermediary, such as a bank, acting as a registrar for the shares.  Banco Bradesco S.A. currently maintains our share ownership records. Because our common shares are in registered book-entry form, a transfer of those shares is made under the rules of the Brazilian Corporation Law, which provides that a transfer of shares is effected by an entry made by the registrar for our shares in its books, by debiting the share account of the transferor and crediting the share account of the transferee. Transfers of shares by a foreign investor are made in the same way and executed by that investor’s local agent on the investor’s behalf, except that, if the original investment was registered with the Central Bank pursuant to foreign investment regulations, the foreign investor should also seek, through its local agent, an amendment of the corresponding electronic registration to reflect the new ownership, if necessary. The BM&FBOVESPA operates a central clearing system.  A holder of our common shares may choose, at its discretion, to participate in this system, and all shares elected to be transferred to this system will be deposited in custody with the stock exchange through a Brazilian institution that is duly authorized to operate by the Central Bank and maintains a clearing account with the stock exchange.  Our common shares that are subject to custody with the stock exchange will be reflected in our registry of shareholders.  Each participating shareholder will, in turn, be registered in our register of beneficial shareholders maintained by the stock exchange and will be treated in the same way as registered shareholders. Disclosure of Principal Shareholders Under Brazilian law, shareholders owning more than 5% of a company’s voting shares must publicly disclose their shareholder ownership, as well as disclose any 5% increase or decrease. Other Significant Provisions of the Brazilian Corporation Law The Brazilian Corporation Law, as applicable to us, also requires the following: ·upon a disposition of the company’s control, the acquirer is required to launch a tender offer to purchase all minority voting shares at a price equal to at least 80% of the price per share paid for the controlling stake; ·delisting of a public company, like Ambev, is subject to an administrative proceeding before the CVM, having as a condition the launch of a tender offer by the controlling shareholder or the corporation for the acquisition of all outstanding shares (defined as those owned by shareholders other than the controlling shareholder, officers and directors) at their fair value, as determined by an independent appraiser.  Shareholders holding more than two-thirds of the free float of shares must accept the tender offer or must expressly agree with the delisting (for this purpose, the free float of shares must be considered those held by shareholders that have either accepted the delisting or the offer); ·in addition, if a controlling shareholder or group of controlling shareholders acquires additional shares in excess of one-third of the free float of shares in any class, a mandatory tender offer to ensure share dispersion is required for all the outstanding shares in that class.  The same requirement applies whenever (1) a shareholder or group of shareholders representing the same interest and holding more than 50% of the shares in any class from March 7, 2002 (when CVM Rule No. 361/02 became effective, except for public companies existing in September 5, 2000, in which case this date willprevail), acquires a further interest of 10% or more of that same class of shares within a 12-month period and (2) the CVM determines, within six months after being informed, that the acquisition restricts the liquidity of the shares; 118


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·upon the occurrence of a tender offer aimed at delisting the company or through which our controlling shareholders will acquire more than one-third of the free float shares, the purchase price shall be equal to the fair value of the shares considering the total number of outstanding shares; ·members of our Board of Directors elected by the noncontrolling shareholders have the right to veto the choice of the independent accountant by the Board; ·our controlling shareholders, the shareholders that elect members to our Board of Directors or Fiscal Council, the members of our Board of Directors and Fiscal Council, and our executive officers are required to disclose any purchase or sale of our shares to the CVM and to the BM&FBOVESPA; and ·the chairman of any shareholders’ meeting or directors shall disregard any vote that is rendered against provisions of any shareholders’ agreement if that shareholders’ agreement has been duly filed with us, as is the case with our Shareholders’ Agreement. C.            Material Contracts In addition to the contracts described in other sections of this annual report, the following is a summary of the material contracts to which we are a party. Shareholders’ Agreement See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders—Ambev’s Major Shareholders—Ambev Shareholders’ Agreement” and “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders—Ambev’s Major Shareholders—The 2019 Shareholders’ Agreement.” Acquisitions, Dispositions and Joint Ventures We have discussed the details of some material acquisitions and agreements related thereto in “Item 4. Information on the Company—A. History and Development of the Company.”  In addition, we are a party to the following material acquisitions, dispositions and joint ventures: License Agreements We have a number of important license agreements, including a cross-license agreement withABIthat allows us to exclusively produce, distribute and market theStella ArtoisandBeck’sbrands in most of Latin America, and allowsABIto exclusively produce, distribute and market theBrahmabrand in Europe, Asia, Africa, Cuba and the United States, in addition to license agreements among us andABIand according to which we may distributeStella Artoisbranded beer in Canada and Argentina.  Furthermore, we have a license agreement with Anheuser-Busch which allows us to exclusively produce, distribute and marketBudweiserin Brazil.  Additionally, Ambev’s subsidiary in Canada, Labatt, andABIhave an arrangement through which Labatt distributes Budweiser branded beers in Canada, and Latin America South’s subsidiary in Paraguay, Cervecería Paraguay (Cervepar) signed in April 2009 a distribution agreement withABIto distribute Budweiser in Paraguay.  See “Item 4. Information on the Company—B. Business Overview—Licenses.”  See also, for the Ambev-ABI cross-license agreement, “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Ambev and ABI—Licensing Agreements,” and for the exclusive bottling agreements with PepsiCo, “—Acquisitions, Dispositions and Joint Ventures—Pepsi.”  119


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Pepsi We have had a franchise relationship with Pepsi since 1997, which over time has evolved to include exclusivity of production, sale and distribution of Pepsi products in Brazil and currently encompasses Pepsi, Gatorade, H2OH!, and Lipton Ice Tea, among other brands. Our PepsiCo franchise agreement expires in 2017, and, thereafter, will be automatically renewed for additional ten-year terms absent two years’ prior notice by either party of its intent not to renew the contract following the expiration of the initial or any subsequent term. Tax Benefits Many States in Brazil offer tax benefits programs to attract investments to their regions.  We participate in ICMS Value-added Tax Credit Programs offered by various Brazilian states which provide (1) tax credits to offset ICMS Value-Added Tax payables and (2) ICMS Value-Added Tax deferrals.  In return, we are required to meet certain operational requirements including, depending on the State, production volume and employment targets, among others.  All of these conditions are included in specific agreements between Ambev and the State governments.  In the event that we do not meet the program’s targets, future benefits may be withdrawn.  Also, the State of São Paulo has challenged, in the Brazilian Supreme Court, State laws upon which certain of the above benefits have been granted, on the basis that they constitute tax benefits created without certain approvals required under Brazilian tax laws and regulations, which would render such State laws unconstitutional.  There is also a controversy regarding whether these benefits are constitutional when granted without the approval of every State of the country.  Although the Brazilian Supreme Court has already declared part of Pará State’s benefit law unconstitutional, almost every State has specific legislation on this topic and even the State of Pará may still grant benefits which were not included in this decision.  Accordingly, as far as the tax benefits are granted based on the state legislation, most companies apply for and use those benefits when granted.  See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Sales Tax Deferrals and Other Tax Credits” and “Item 3. Key Information—D. Risk Factors.” D.            Exchange Controls and other Limitations Affecting Security Holders See “Item 3. Key Information—A. Selected Financial Data—Exchange Rate Information—Exchange controls.” E.            Taxation The following summary contains a description of the material Brazilian and U.S. federal income tax consequences of acquiring, holding and disposing of common shares or ADSs issued by us.  This discussion is not a comprehensive discussion of all the tax considerations that may be relevant to a decision to purchase, hold or dispose of our common shares or ADSs and is not applicable to all categories of investors, some of which may be subject to special rules.  Each prospective purchaser is urged to consult its own tax advisor about the particular Brazilian and U.S. tax consequences to it of an investment in our common shares or ADSs. The summary is based upon tax laws of Brazil and the U.S. and the regulations thereunder, as in effect on the date hereof, which are subject to change (possibly with retroactive effect).  Although there is at present no income tax treaty between Brazil and the U.S., the tax authorities of the two countries have entered into a Tax Information Exchange Agreement and have had discussions that may culminate in a treaty.  No assurance can be given, however, as to whether or when a treaty will enter into force or of how it will affect the U.S. Holders of our common shares or ADSs.  This summary is also based on representations of the depositary and on the assumption that each obligation in the Deposit Agreement relating to our ADSs and the related documents will be performed in accordance with its terms.  120


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Brazilian Tax Considerations The following discussion summarizes the material Brazilian tax consequences of the acquisition, ownership and disposition of our common shares or ADSs by a holder that is not deemed to be domiciled in Brazil for purposes of Brazilian taxation and, in the case of a holder of common shares, which has registered its investment in such securities with the Central Bank as a U.S. dollar investment (in each case, a “Non-Brazilian Holder”). The discussion does not purport to be a comprehensive description of all tax considerations that may be relevant to a decision to purchase our common shares or ADSs.  The discussion below is based on Brazilian law as currently in effect.  Any change in such law may change the consequences described below.  The following discussion does not specifically address all of the Brazilian tax considerations applicable to any particular Non-Brazilian Holder, and each Non-Brazilian Holder should consult his or her own tax advisor concerning the Brazilian tax consequences of an investment in our common shares or ADSs. Income Tax Taxation of Dividends Dividends paid by us to The Bank of New York Mellon in respect of the common shares underlying the respective ADSs, or to a Non-Brazilian Holder with respect to our common shares, generally will not be subject to Brazilian withholding income tax. Taxation of Gains Gains realized outside Brazil by a Non-Brazilian Holder on the disposition of assets located in Brazil, including our common shares, to a Brazilian resident or to a non-resident in Brazil, are subject to Brazilian withholding income tax.  In this case, gains would be subject to a 15% withholding tax rate, except if the Non-Brazilian Holder is located in a tax-haven jurisdiction, as defined by Brazilian law in different situations, in which case the applicable rate would be 25%. The statutory definition of a tax-haven jurisdiction for the purpose of income taxation on gains should differ depending on whether or not the investment in our common shares or ADSs is registered under Resolution No. 2,689 or under Law No. 4,131.  In the case of gains arising from an investment registered under Resolution No. 2,689, a country or location should be defined as a tax-haven jurisdiction when such country or location (a) does not tax income, or (b) taxes income at a rate lower than 20%.  In turn, in the case of gains arising from an investment under Law No. 4,131, in addition to criteria (a) and (b) above for the definition of a tax-haven jurisdiction, a country or location should also be considered a tax-haven jurisdiction if (c) the laws of such country or location do not allow access to information related to shareholding composition, to the ownership of investments, or to the identification of the beneficial owner of earnings that are attributed to non-residents. The RFB regularly issues a list of jurisdictions which are considered tax-haven jurisdictions, the “black-list”.1Brazilian legislation pertaining to the definition of a tax-haven jurisdiction in different situations was recentlymodified by Law No. 11,727, and, following this legal modification an updated “black-list” of tax-haven jurisdictions has been issued in June 4, 2010, in accordance with RFB Normative Instruction No. 1,037/10.  1The countries currently included in this list, according to Article 1 of RFB Normative Instruction No. 1,037/10, are: American Samoa, Andorra, Anguilla, Antigua and Barbuda, Aruba, Ascension Island, Bahamas, Bahrain, Barbados, Belize, Bermuda, Brunei, British Virgin Islands, Campione D’Italia, Cayman Islands, Channel Islands (Jersey, Guernsey, Alderney and Sark), Cook Islands, Costa Rica, Cyprus, Djibouti, Dominica, Gibraltar, Grenada, Hong Kong, Kiribati, Isle of Man, Lebanon, Lebuan, Liberia, Liechtenstein, Macau, Madeira Islands, Maldives, Marshall Islands, Mauritius, Monaco, Montserrat, Nauru, Netherland Antilles, Niue, Norfolk Island, Oman, Panama, Pitcairn Island, French Polynesia, Qeshm Island, Saint Kitts and Nevis, Federation of Saint Kitts and Nevis, Saint Lucia, Saint Vincent and The Grenadines, Saint Helena Islands, São Pedro e Miguelão Islands, San Marino, Seychelles, Singapore, Solomon Islands, Suaziland, Switzerland, Tristão da Cunha, Tonga, Turks and Caicos Islands, United Arab Emirates, U.S. Virgin Islands, Vanuatu and Western Samoa. The effects of the inclusion of Switzerland in the list were suspended by RFB Declaratory Act No. 11/2010, due to a review request presented by the Swiss government to the Brazilian authorities.  In addition, in Article 2 of RFB Normative Instruction No. 1,037/10, U.S. LLCs held by non-residents and not subject to federal income tax in the U.S. and holding companies without substantial economic activity domiciled in Denmark and Netherlands are listed as tax privileged domiciled entities, as well as: (1) Financial Investment Companies of Uruguay (Sociedades Financeiras de Inversão), (2) International Trading Company (ITC) domiciled in Iceland, (3) the offshore KFT companies domiciled in Hungary, (4)Entidad de Tenencia de Valores Extranjeros(ETVEs) of Spain, and (5) the International Trading Companies (ITC) and International Holding Companies (IHC) domiciled in Malta. The effects of the inclusion of Netherlands in the list were suspended by RFB Declaratory Act No. 10/2010, due to a review request presented by the Dutch government to the Brazilian authorities.
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We understand that ADSs are not assets located in Brazil for the purposes of the above-mentioned taxation on gains.  However, we are unable to predict how Brazilian courts would view this issue, and to date, we are not aware of any judicial or administrative precedent on this specific matter.  The withdrawal of ADSs in exchange for shares is not subject to Brazilian income tax.  The deposit of the shares in connection with the issuance of ADSs is not subject to Brazilian tax, provided that the shares are registered under Resolution No. 2,689 and the investor is not located in a tax-haven jurisdiction, considering the definition described above.  There is a special taxation system applicable to Non-Brazilian Holders (provided investments are duly registered under Resolution No. 2,689 and with the CVM and other conditions are fulfilled).  Upon receipt of the underlying shares, a Non-Brazilian Holder who qualifies under Resolution No. 2,689 will be entitled to register the U.S. dollar value of such shares with the Central Bank as described below. Non-Brazilian Holders are generally subject to withholding tax at a rate of 15% on gains realized on sales or exchanges in Brazil of  shares that occur on a Brazilian stock exchange, unless (a) such a sale is made within five business days of the withdrawal of such shares in exchange for ADSs and the proceeds of such sale are remitted abroad within such five-day period and the investor is not located in a tax-haven jurisdiction (as defined above for investments registered under Resolution No. 2,689), or (b) such a sale is made under Resolution No. 2,689 by Non-Brazilian Holders who register with the CVM and are not located in a tax-haven jurisdiction (as defined above for this type of investment), in which cases such gains are exempt.  If the Non-Brazilian Holder is located in a tax-haven jurisdiction (considering the definition for each type of investment), this Non-Brazilian Holder will be subject to the same general taxation rules applicable to Brazilian residents.  An advance payment of withholding tax of 0.005% is required in case of sales on the stock, future and commodities exchange and over-the-counter markets, and it is later deducted from the amount payable of withholding income tax on the sale.  The “gain realized” as a result of a transaction on a Brazilian stock exchange is the difference between the amount in Brazilian currency realized on the sale or exchange of the shares and their acquisition cost, without any correction for inflation. The “gain realized” as a result of a transaction with shares which are registered under a Law No. 4,131 certificate of registration of investment will be calculated based on the foreign currency amount registered with the Central Bank and will accordingly be subject to tax at a rate of 15% (or 25% if domiciled in a tax-haven jurisdiction, as defined for investments under Law No. 4,131, described above).  There can be no assurance that the current preferential treatment for holders of ADSs and Non-Brazilian Holders of shares under Resolution No. 2,689 will continue in the future or that it will not be changed in the future.  Reductions in the tax rate provided for by Brazil’s tax treaties (except for the tax treaty signed between Japan and Brazil) do not apply to tax on gains realized on sales or exchanges of shares. Any exercise of preemptive rights relating to the Ambev common shares or ADSs will not be subject to Brazilian taxation.  Gains on the sale of preemptive rights relating to the shares will be treated differently for Brazilian tax purposes depending on (1) whether the sale is made by The Bank of New York Mellon or the investor and (2) whether the transaction takes place on a Brazilian stock exchange.  Gains on sales made by the depositary on a Brazilian stock exchange are not taxed in Brazil, but gains on other sales may be subject to tax at rates of up to 25%, if the ADSs were to be considered assets located in Brazil by the Brazilian tax authorities. Distributions of Interest on Shareholders’ Equity In accordance with Law No. 9,249, dated December 26, 1995, Brazilian corporations may make payments to shareholders characterized as distributions of interest on their shareholders’ equity.  Such interest is limited to the shareholders’ equity multiplied by the TJLP, as determined by the Central Bank from time to time.   122


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Distributions of interest on shareholders’ equity in respect of the Ambev common shares paid to shareholders who are either Brazilian residents or non-Brazilian residents, including holders of ADSs, are subject to Brazilian withholding tax at the rate of 15% or 25% if the payee is domiciled in a tax-haven jurisdiction.  In this case, of interest on shareholders’ equity, a payee’s country or location should be deemed a tax-haven jurisdiction when (a) such country or location does not tax income, (b) such country or location taxes income at a rate lower than 20%, or (c) the laws of such country or location do not allow access to information related to shareholding composition, to the ownership of investments, or to the identification of the beneficial owner of earnings that are attributed to non-residents. The amounts paid as distribution of interest on shareholders’ equity are deductible from the taxable basis of the corporate income tax and social contribution on net profits, both of which are taxes levied on our profits, as long as the payment of a distribution of interest is approved at a general meeting of shareholders of the Company.  The amount of such deduction cannot exceed the greater of: ·50% of net income (after social contribution on net profits, and before taking such distribution and any deductions for corporate income tax into account) for the period in respect of which the payment is made; or ·50% of the sum of retained earnings and profit reserves as of the initial date of the period in respect of which the payment is made. The distribution of interest on shareholders’ equity may be determined by the Board of Directors.  No assurance can be given that the Board of Directors will not determine that future distributions of profits may be made by means of interest on shareholders’ equity instead of by means of dividends. Other Relevant Brazilian Taxes There are no Brazilian inheritance, gift or succession taxes applicable to the ownership, transfer or disposition of shares or ADSs by a Non-Brazilian Holder except for gift and inheritance taxes which may be levied by some states of Brazil.  There currently are no Brazilian stamp, issue, registration or similar taxes or duties payable by holders of shares or ADSs. Brazilian law imposes a Tax on Foreign Exchange Transactions, or “IOF/Exchange”, on the conversion ofreaisinto foreign currency and on the conversion of foreign currency intoreais.  As from December 17, 2007, the general IOF/Exchange rate applicable to almost all foreign currency exchange transactions was increased from zero to 0.38%, although other rates may apply in particular operations, such as: ·inflow related to transactions carried out in the Brazilian financial and capital markets, including investments in our common shares by investors which register their investment under Resolution No. 2,689, zero; ·outflow related to the return of the investment mentioned under the first bulleted item above, zero; and ·outflow related to the payment of dividends and interest on shareholders’ equity in connection with the investment mentioned under the first bulleted item above, zero. Notwithstanding these rates of the IOF/Exchange, in force as of the date hereof, the Minister of Finance is legally entitled to increase the rate of the IOF/Exchange to a maximum of 25% of the amount of the currency exchange transaction, but only on a prospective basis. Tax on Transactions Involving Bonds and Securities, or “IOF/Bonds” may be levied on transactions involving shares, even if the transactions are effected on Brazilian stock, futures or commodities exchanges.  IOF/Bonds may also be levied on transactions involving ADSs if they are considered assets located in Brazil by the Brazilian tax authorities.  As mentioned in the above discussion on taxation of gains, we are unable to predict how Brazilian courts would view this issue, and to date, we are not aware of any judicial or administrative precedent onthis specific matter.  . As from December 24, 2013, the IOF/Bonds levies at a rate of zero percent on the transfer (cessão) of shares traded in a Brazilian stock exchange environment with the specific purpose of enabling the issuance of depositary receipts to be traded outside Brazil.  Previously, a rate of 1.5% was applied to the product of (a) the number of shares which are transferred, multiplied by (b) the closing price for such shares on the date prior to the date of the transfer.  If no closing price was available on that date, the last available closing price was adopted.  The rate of IOF/Bonds with respect to other transactions related to shares and ADSs (if applicable) is currently zero.  The Minister of Finance, however, has the legal power to increase the rate to a maximum of 1.5% of the amount of the taxed transaction per each day of the investor’s holding period, but only on a prospective basis. 123


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New Tax Regime Created by Provisional Measure No. 627 Under Discussion in the Brazilian Congress RFB Normative Instruction No. 1,397, published in the Federal Official Gazette on September 17, 2013, or RFB Instruction 1,397/13, was enacted to regulate the transitional tax regime, or RTT, in force as of January 1, 2008 to adjust, for tax purposes, the net profit calculated under the IFRS rules in accordance with Law No. 11,638/07. According to RFB Instruction 1,397/13, for purposes of calculating dividends and interest on shareholders’ equity, taxpayers must use the accounting books prepared according to the criteria in place on December 31, 2007, and not IFRS. According to such provisions, depending on the taxable basis used by the taxpayer, certain dividend distributions might be considered taxable, subject to a 15% withholding tax (or 25% if the Non-Brazilian Holder is domiciled in a country or location considered to be a “tax-haven” jurisdiction for this purpose). Provisional Measure No. 627 of the executive branch of the Brazilian government, published in the Federal Official Gazette on November 12, 2013, or Provisional Measure 627, introduced changes to different tax provisions including, without limitation, those relating to payments of dividends and interest on shareholders’ equity dividends.  According to Provisional Measure 627, companies electing to be taxed under the new regime on January 1, 2014, as opposed to January 1, 2015, will not be subject to retroactive taxation, as established by RFB Instruction 1,397/13, on dividends distributions effectively made before November 12, 2013.  As of the date of this annual report, we have not yet been able to decide whether we will elect to early adopt the new tax regime of Provisional Measure 627 as from January 1, 2014, particularly as we continue to await further regulatory action by the Brazilian tax authorities. In addition, it must be noted that provisional measures, including Provisional Measure 627, is an act of the executive branch of the Brazilian federal government, and will only become ordinary legislation after reviewed and voted favorably by Brazil’s National Congress.  Accordingly, Congress may make significant changes to the tax rules set forth in Provisional Measure 627.  Moreover, if a provisional measure, including the one referred above, is not converted into ordinary legislation within 120 days from its publication plus the time period established for presidential sanction, it will cease to have any effect.  For this and other reasons, we have been unable to decide at this time whether we will elect to early adopt the new tax regime of Provisional Measure 627 as from January 1, 2014. Material United States Federal Income Tax Considerations The following summary describes the material U.S. federal income tax consequences of holding and disposing of our common shares or ADSs.  This summary is based on the Internal Revenue Code of 1986, as amended, or the Code, its legislative history, existing final, temporary and proposed U.S. Treasury Regulations, rulings and judicial decisions, all as currently in effect and all of which are subject to prospective and retroactive changes. This summary does not purport to address all U.S. federal income tax consequences that may be relevant to a particular holder and you are urged to consult your own tax advisor regarding your specific tax situation.  The summary applies only to holders who hold our common shares or ADSs as “capital assets” (generally, property held for investment) under the Code.  This summary does not address the tax consequences that may be relevant to holders in special tax situations including, for example: ·insurance companies; 124


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·tax-exempt organizations; ·dealers in securities or currencies; ·traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; ·banks, mutual funds and other financial institutions; ·partnerships or other entities treated as partnerships for U.S. federal income tax purposes; ·U.S. Holders (as defined below) whose functional currency is not the U.S. dollar; ·U.S. expatriates; ·S corporations and small business investment companies; ·real estate investment trusts; ·investors in a pass-through entity; ·holders that hold our common shares or ADSs as part of a hedge, straddle, conversion or other integrated transaction, for U.S. federal income tax purposes; ·holders that own, directly, indirectly or constructively, 10% or more of the total combined voting power of our stock; or ·holders that acquired their Ambev common shares or ADSs as compensation. This summary assumes that we are not a passive foreign investment company, or PFIC, for U.S. federal income tax purposes.  For further information, see the discussion under “—Taxation of U.S. Holders—Passive Foreign Investment Company (PFIC) Rules” below. Further, this summary does not address the alternative minimum tax consequences of holding Ambev common shares or ADSs or the indirect consequences to holders of equity interests in entities that own such common shares or ADSs.  In addition, this summary does not address the state, local, foreign or other tax consequences, if any, of holding Ambev common shares or ADSs. You should consult your own tax advisor regarding the U.S. federal, state, local and foreign income and other tax consequences of acquiring, owning and disposing of our common shares or ADSs in your particular circumstances. Taxation of U.S. Holders For purposes of this summary, you are a “U.S. Holder” if you are a beneficial owner of Ambev common shares or ADSs and you are for U.S. federal income tax purposes: ·a citizen or resident of the United States; ·a corporation, or any other entity taxable as a corporation, created or organized in or under the laws of the United States or any state thereof or the District of Columbia; ·an estate the income of which is subject to U.S. federal income tax regardless of its source; or 125


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·a trust if (1) a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) the trust has in effect a valid election to be subject to tax as a U.S. person. If a partnership (or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds or disposes of Ambev common shares or ADSs, the tax treatment of a partner in that partnership will generally depend upon the status of the partner and the activities of the partnership.  A partner in a partnership holding or disposing of Ambev common shares or ADSs should consult its own tax advisor regarding the U.S. federal income tax consequences to it of holding or disposing of those securities. A “Non-U.S. Holder” is a beneficial owner of our common shares or ADSs that is not a U.S. Holder and that is not an entity or arrangement treated as a partnership for U.S. federal income tax purposes. For U.S. federal income tax purposes, a U.S. Holder of an ADS will generally be treated as the beneficial owner of the shares represented by the applicable ADS.  Accordingly, the conversion of ADSs to Ambev common shares or the conversion of those shares into ADSs will generally not be a taxable transaction for U.S. federal income tax purposes. Distributions on the Ambev Common Shares or ADSs The gross amount of distributions paid by us to a U.S. Holder (including amounts withheld to pay Brazilian withholding taxes, if any) with respect to our common shares or  ADSs (including distributions of interest on shareholders’ equity) will generally be taxable to such U.S. Holder as ordinary dividend income or qualified dividend income (as further described below) to the extent that such distribution is paid, actually or constructively, out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes).  Distributions in excess of our current or accumulated earnings and profits will be treated as a non-taxable return of capital reducing (on a dollar-for-dollar basis) such U.S. Holder’s tax basis in our common shares or ADSs, as applicable.  Any distribution in excess of such tax basis will be treated as capital gain and will be either long-term or short-term capital gain depending upon whether the U.S. Holder held our common shares or ADSs, as applicable, for more than one year at the time of the distribution. Dividends received by a U.S. Holder will generally be taxed at ordinary income tax rates.  However, a non-corporate U.S. Holder will generally be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1) our common shares or ADSs are “readily tradable on an established securities market in the United States,” (2) we are not a PFIC (as discussed below) for either the taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period and other requirements are satisfied.  For purposes of clause (1) above, based upon United States Internal Revenue Service Notice 2003-71, the ADSs will be treated as readily tradable on an established securities market in the United States.  Consequently, dividends paid with respect to ADSs should constitute “qualified dividend income” provided that the other requirements set forth above are satisfied.  The Ambev common shares, however, may not be treated as readily tradable on an established securities market in the United States.  U.S. Holders are urged to consult their tax advisors regarding the availability of the lower rate for any dividends paid with respect to such shares. A U.S. Holder may be entitled, subject to a number of complex rules and limitations, to claim a United States foreign tax credit in respect of any Brazilian withholding taxes imposed on distributions received on our common shares or ADSs.  U.S. Holders that do not elect to claim a foreign tax credit may instead be entitled to claim a deduction in respect of any such withholdings.  Dividends received with respect to our common shares or ADSs will generally be treated as foreign source income and will generally constitute “passive income” for U.S. foreign tax credit limitation purposes.  We urge all holders to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances. Dividends paid by us generally will not be eligible for the dividends received deduction available to certain U.S. corporate shareholders. 126


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For U.S. federal income tax purposes, the amount of any cash distribution paid in Brazilian currency will equal the U.S. dollar value of the distribution, calculated by reference to the exchange rate in effect at the time the distribution is received by the depositary (in the case of ADSs) or by the U.S. Holder (in the case of Ambev common shares held directly by such U.S. Holder), regardless of whether the payment is in fact converted to U.S. dollars at that time.  A U.S. Holder should not recognize any foreign currency gain or loss if such Brazilian currency is converted into U.S. dollars on the date received.  If the Brazilian currency is not converted into U.S. dollars on the date of receipt, however, gain or loss may be recognized upon a subsequent sale or other disposition of the Brazilian currency.  Such foreign currency gain or loss, if any, will generally be U.S. source ordinary income or loss. Sale, Exchange or Other Taxable Disposition of Ambev Common Shares or ADSs A U.S. Holder will generally recognize capital gain or loss upon the sale, exchange or other taxable disposition of our common shares or ADSs, measured by the difference between the U.S. dollar value of the amount received and the U.S. Holder’s tax basis (determined in U.S. dollars) in those common shares or ADSs.  If Brazilian tax is withheld on the sale or disposition, the amount realized by a U.S. Holder will include the gross amount of the proceeds of that sale or disposition before deduction of the Brazilian tax.  Any gain or loss will be long-term capital gain or loss if our common shares or ADSs have been held for more than one year at the time of the sale, exchange or other taxable disposition.  Long-term capital gains recognized by individuals are currently subject to reduced rates of taxation.  The deductibility of capital losses is subject to limitations.  Capital gain or loss, if any, realized by a U.S. Holder on the sale, exchange or other taxable disposition of an Ambev common share or ADS, will generally be treated as U.S.-source income or loss for U.S. foreign tax credit purposes.  Consequently, in the case of a disposition of an Ambev common share that is subject to Brazilian tax imposed on the gain, or in the case of a deposit of an Ambev common shares in exchange for an Ambev ADS , as the case may be, that is not registered pursuant to Resolution No. 2,689, on which a Brazilian capital gains tax is imposed (see “—Brazilian Tax Considerations—Income Tax—Taxation of Gains”), the U.S. Holder may not be able to benefit from the foreign tax credit for that Brazilian tax, unless the U.S. Holder can apply (subject to applicable limitations) the credit against U.S. tax payable on other income from foreign sources in the appropriate income category.  Alternatively, a U.S. Holder may be entitled to take a deduction for the Brazilian tax if such U.S. Holder elects to deduct all of its foreign income taxes.  Any Brazilian tax paid by a U.S. Holder that is not eligible for a credit or deduction will be treated as a reduction in the amount of cash received by the U.S. Holder on the sale, exchange or other taxable disposition of our common shares or ADSs and will generally reduce the amount of gain (if any) recognized by the U.S. Holder. Passive Foreign Investment Company (PFIC) Rules Based upon the nature of our current and projected income, assets and activities, we do not believe that we are, and we do not expect our common shares or ADSs to be considered shares of, a PFIC for U.S. federal income tax purposes.  However, we cannot assure you that we will not be considered a PFIC in the current or future years.  The determination as to whether or not we are a PFIC is a factual determination and cannot be made until the close of the applicable tax year.  If we were currently or were to become a PFIC, U.S. Holders would be subject to special rules and a variety of potentially adverse tax consequences under the Code. In general, a foreign corporation is a PFIC if, for any taxable year in which the U.S. Holder holds stock in the foreign corporation, at least 75% of such corporation’s gross income is passive income or at least 50% of the value of such corporation’s assets (determined on the basis of a quarterly average) produce passive income or are held for the production of passive income.  The determination of whether our common shares or ADSs constitute shares of a PFIC is a factual determination made annually and thus may be subject to change.  Subject to certain exceptions, once a U.S. Holder’s Ambev common shares, as applicable, are treated as shares in a PFIC, they remain shares in a PFIC.  In addition, dividends received by a U.S. Holder from a PFIC will not constitute qualified dividend income. If we are treated as a PFIC, contrary to the discussion above, a U.S. Holder would be subject to special rules with respect to (a) any gain realized on the sale or other disposition of Ambev common shares or ADSs and (b) any “excess distribution” by us to the U.S. Holder (generally, the part of the distribution during a taxable year that exceeds 125% of the average annual taxable distribution the U.S. Holder received on those common shares or ADSs during the preceding three taxable years or, if shorter, the U.S. Holder’s holding period for such common shares or ADSs).  Under those rules (a) the gain or excess distribution would be allocated ratably over the U.S.Holder’s holding period for our common shares or ADSs, (b) the amount allocated to the taxable year in which the gain or excess distribution is realized and to taxable years before the first day we became a PFIC would be taxable as ordinary income, (c) the amount allocated to each year other than the year in which the gain or excess distribution is realized (with certain exceptions) would be subject to tax at the highest U.S. federal income tax rate in effect for that year, and an additional amount equal to the interest charge generally applicable to underpayments of tax would be imposed in respect of the tax attributable to each such year.  127


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A U.S. Holder that owns Ambev common shares or ADSs during any year we are a PFIC must file IRS Form 8621.  In general, if we are treated as a PFIC, the rules described in the second paragraph of this section can be avoided by a U.S. Holder that elects to be subject to a mark-to-market regime for stock in a PFIC.  A U.S. Holder may elect mark-to-market treatment for its common shares or ADSs, provided those common shares or ADSs constitute “marketable stock” as defined in U.S. Treasury Regulations.  A U.S. Holder that elects the mark-to-market regime would generally treat any gain recognized under mark-to-market treatment or on an actual sale as ordinary income, and would be allowed an ordinary deduction for any decrease in the value of common shares or ADSs in any taxable year and for any loss recognized on an actual sale, but only to the extent, in each case, of previously included mark-to-market income not offset by previously deducted decreases in value.  A U.S. Holder’s basis in our common shares or ADSs would increase or decrease by gain or loss taken into account under the mark-to-market regime.  A mark-to-market election is generally irrevocable.  Another election to treat us as a qualified electing fund would not be available because we do not currently plan to provide holders with information sufficient to permit any U.S. Holder to make such election. Medicare Tax For taxable years beginning after December 31, 2012, a U.S. Holder that is an individual, an estate or a trust that does not fall into a special class of trusts that is exempt from such tax, will be subject to a 3.8% tax on the lesser of (1) the U.S. holder’s “net investment income” for the relevant taxable year and (2) the excess of the U.S. holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between US$125,000 and US$250,000 depending on the individual’s circumstances).  Net investment income generally includes dividend income and net gains from the disposition of shares, unless such dividend income or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities).  A U.S. Holder that is an individual, estate or trust should consult such holder’s tax advisor regarding the applicability of the Medicare tax to such holder’s income and gains in respect of such holder’s investment in our common shares or ADSs. Deposits and Withdrawals Deposits or withdrawals of Ambev common shares in exchange for ADSs, as applicable, will not result in the realization of any gain or loss for U.S. federal income tax purposes. Taxation of Non-U.S. Holders Distributions on Ambev Common Shares or ADSs Non-U.S. Holders generally will not be subject to U.S. federal income or withholding tax on dividends received from us with respect to our common shares or ADSs, unless such income is considered effectively connected with the Non-U.S. Holder’s conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, the income is attributable to a permanent establishment or, in the case of an individual Non-U.S. Holder, a fixed base maintained in the United States). Sale, Exchange or Other Taxable Disposition of Ambev Common Shares or ADSs Non-U.S. Holders generally will not be subject to U.S. federal income tax on any gain realized upon the sale, exchange or other taxable disposition of our common shares or ADSs unless (1) the gain is effectively connected with the Non-U.S. Holder’s conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, the income is attributable to a permanent establishment or, in the case of an individual Non-U.S. Holder, afixed base maintained in the United States) or (2) such Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of such sale, exchange or other taxable disposition and certain other conditions are met.  If the first exception applies, the Non-U.S. Holder will be subject to U.S. federal income tax on the sale, exchange or other taxable disposition as if such Non-U.S. Holder were a U.S. Holder, as described above.  If the second exception applies, then, in general, the Non-U.S. Holder will be subject to U.S. federal income tax at a rate of 30% on the amount by which such Non-U.S. Holder’s U.S.-source capital gains exceed such Non-U.S. Holder’s U.S.-source capital losses. 128


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In addition, any effectively connected dividends or gains realized by a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes may also be subject to an additional branch profits tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty). Backup Withholding and Information Reporting In general, information reporting requirements will apply to the payment of dividends to U.S. Holders or the proceeds received on the sale, exchange or taxable disposition of shares or ADSs by U.S. Holders, and such amounts may be subject to U.S. backup withholding tax.  Backup withholding will not apply, however, to a U.S. Holder that (1) comes within certain enumerated categories of exempt persons and, when required, demonstrates this fact or (2) furnishes a correct taxpayer identification number and makes certain other required certifications.  Generally, a U.S. Holder will provide such certifications on IRS Form W-9 (Request for Taxpayer Identification Number and Certification) or other substitute form.  A U.S. Holder that is required to but does not furnish us with its correct taxpayer identification number may also be subject to penalties imposed by the Internal Revenue Service.  Non-U.S. Holders generally will not be subject to United States information reporting or backup withholding.  However, Non-U.S. Holders may be required to provide certification of non-U.S. status in connection with payments received in the United States or through certain U.S.-related financial intermediaries.  Amounts withheld as backup withholding may be claimed as a credit against a holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS, and a holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the Internal Revenue Service and furnishing any required information. THE PRECEDING DISCUSSION OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE.  ACCORDINGLY, EACH INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF AMBEV COMMON SHARES OR ADSs, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS AND OF ANY PROPOSED CHANGES IN APPLICABLE LAW. E.            Dividends and Paying Agents Not applicable. F.            Statement by Experts Not applicable. G.            Where You Can Find More Information (Documents on Display) We are subject to the informational reporting requirements of the Exchange Act, and file with or furnish to the SEC, as applicable, the following documents that apply to foreign private issuers: ·annual reports on Form 20-F; ·certain other reports on Form 6-K containing the information that we make public under Brazilian law, file with the Brazilian stock exchanges or distribute to shareholders; and  129


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·other information. You may read and copy any reports or other information that we file at the SEC’s public reference rooms at 100 F Street, NE, Washington, D.C. 20549, and at the SEC’s regional offices located at 3 World Financial Center, Suite 400, New York, New York 10281-1022 and 175 W. Jackson Boulevard, Suite 900, Chicago, Illinois 60604.  You may obtain information on the operation of the SEC’s public reference rooms by calling the SEC at 1-800-SEC-0330.  Electronic filings made through the Electronic Data Gathering, Analysis and Retrieval System are also publicly available through the SEC’s website on the Internet at www.sec.gov.  In addition, material filed by us may also be inspected at the offices of the NYSE at 20 Broad Street, New York, New York 10005. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements and will not be required to file proxy statements with the SEC, and its officers, directors and principal shareholders will be exempt from the reporting and “short swing” profit recovery provisions contained in Section 16 of the Exchange Act. You may obtain documents from us by requesting them in writing, at the following addresses or by telephone: Attention:

   Telephone numbers:

   

   Fax:

   Email:

   Ambev S.A.Investor Relations Department

   (55-11) 2122-1415

   (55-11) 2122-1414

   (55-11) 2122-1526

   ir@ambev.com.br
 You may obtain additional information about us on our website at www.ambev-ir.com.  The information contained therein is not part of this annual report. I.             Subsidiary Information Not applicable.  130


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## ITEM 11.              QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our activities expose us to various market risks, including changes in foreign currency exchange rates and interest rates and changes in the prices of certain commodities, including malt, aluminum, sugar and corn.  Market risk is the potential loss arising from adverse changes in market rates and prices.  We enter into derivatives and other financial instruments, in order to manage and reduce the impact of fluctuations in commodity prices, in foreign currency exchange rates and in interest rates.  We have established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial activities.  Decisions regarding hedging are made according to our risk management policy, taking into consideration the amount and duration of the exposure, market volatility and economic trends.

These instruments are accounted for based on their characteristics.  See notes 3 and 27 to our audited consolidated financial statements for a discussion of the accounting policies and information on derivative financial instruments.

We have a policy of entering into contracts only with parties that have high credit ratings.  The counterparties to these contracts are major financial institutions, and we do not have significant exposure to any single counterparty.  We do not anticipate a credit loss from counterparty non-performance.  Our short-term investments consist mainly of fixed-term obligations and government securities.

Enterprise Risk Management (ERM)

We have implemented a management strategy to promote enterprise-wide risk management (ERM), through an integrated framework that considers the impact on our business of not only market risks but also of compliance, strategic and operational risks.  We believe that such integrated framework, which accounts for different kinds of business risks, enables us to improve management’s ability to evaluate risks associated with our business.

The risk management department is responsible for reviewing and following up with management the risk factors and related mitigating initiatives consistent with our corporate strategy.

Commodity Risk

We use a large volume of agricultural goods to produce our products, including malt and hops for our beer and sugar, guaraná, other fruits and sweeteners for our CSDs.  See “Item 4. Information on the Company—B. Business Overview—Sources and Availability of Raw Materials.”  We purchase a significant portion of our malt and all of our hops outside of Brazil.  We purchase the remainder of our malt and our sugar, guaraná and other fruits and sweeteners locally.  Ambev also purchases substantial quantities of aluminum cans.

We produce approximately 80% of our consolidated malt needs.  The remainder and all other commodities are purchased from third parties.  We believe that adequate supplies of the commodities we use are available at the present time, but we cannot predict the future availability of these commodities or the prices we will have to pay for such commodities.  The commodity markets have experienced and will continue to experience price fluctuations.  We believe that the future price and supply of agricultural materials will be determined by, among other factors, the level of crop production, weather conditions, export demand, and government regulations and legislation affecting agriculture, and that the price of aluminum and sugar will be largely influenced by international market prices.  See “Item 4. Information on the Company—B. Business Overview—Sources and Availability of Raw Materials.”

All of the hops we purchase in the international markets outside of South America are paid for in U.S. dollars.  In addition, although we purchase aluminum cans and sugar in Brazil, their prices are directly influenced by the fluctuation of international commodity prices.

As of December 31, 2013, our derivative activities consisted of sugar, wheat, aluminum, corn, crude oil and heating oil derivatives.  The table below provides information about our significant commodity risk sensitiveinstruments as of December 31, 2013.  The contract terms of these instruments have been categorized by expected maturity dates and are measured at market prices.

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Maturity Schedule of Commodities Derivatives as of December 31, 2013Derivatives Instruments(1)

   2014

   2015

   2016

   2017

   2018

   Thereafter

   Total

   Fair Value(in R$ million, except price per ton/gallon/barrel/gigajoule)Sugar Derivatives:Notional Amount

   237.59

   105.34

   -

   -

   -

   -

   342.9

   (49.1)Average Price (R$/ton)

   864.8

   916.7

   -

   -

   -

   -

   880.7

   -Wheat Derivatives:Notional Amount

   445.4

   -

   -

   -

   -

   -

   445.4

   (42.1)Average Price (R$/ton)

   523.3

   -

   -

   -

   -

   -

   523.3

   -Aluminum Derivatives:Notional Amount

   708.8

   166.7

   -

   -

   -

   -

   875.5

   (66.1)Average Price (R$/ton)

   3,933.0

   4,453.7

   -

   -

   -

   -

   4,032.1

   -Heating Oil Derivatives:Notional Amount

   28.2

   -

   -

   -

   -

   -

   28.2

   1.5Average Price (R$/gallon)

   6.5

   -

   -

   -

   -

   -

   6.5

   -Crude Oil Derivatives:Notional Amount

   22.7

   1.5

   -

   -

   -

   -

   24.2

   1.0Average Price (R$/barrel)

   224.5

   213.6

   -

   -

   -

   -

   223.8

   -Natural Gas:Notional Amount

   5.6

   -

   -

   -

   -

   -

   5.6

   0.3Average Price (R$/GJ)

   7.5

   -

   -

   -

   -

   -

   7.5

   -Corn Derivatives:Notional Amount

   219.9

   13.5

   -

   -

   -

   -

   233.4

   (57.1)Average Price (R$/ton)

   406.2

   425.2

   -

   -

   -

   -

   407.3

   -
  (1)   Negative notional amounts represent an excess of liabilities over assets at any given moment.  Interest Rate Risk We use interest rate swap instruments to manage interest risks associated with changing rates.  The differential to be paid or received is accrued as interest rates change and is recognized in interest income or expense, respectively, over the life of the particular contracts.  We are exposed to interest rate volatility with respect to our cash and cash equivalents, current investment securities and fixed and floating rate debt.  Our U.S. dollar-denominated cash equivalents generally bear interest at a floating rate. We are exposed to interest rate volatility with regard to existing issuances of fixed rate debt, existing issuances of floating rate debt, currency future and forward swaps agreements, cash and cash equivalents and current investment securities.  We manage our debt portfolio in response to changes in interest rates and foreign currency rates by periodically retiring, redeeming and repurchasing debt and using derivative financial instruments. 132


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The table below provides information about our significant interest rate sensitive instruments.  For variable interest rate debt, the rate presented is the weighted average rate calculated as of December 31, 2013.  The contract terms of these instruments have been categorized by expected maturity dates: Maturity Schedule of Debt Portfolio as of December 31, 2013Debt Instrument

   2014

   2015

   2016

   2017

   2018

   Thereafter

   Total(in R$ million, except percentages)BNDES Currency Basket Debt Floating Rate:Currency Basket Debt Floating Rate

   153.3

   102.9

   69.8

   16.5

   

   

   342.4UMBNDES + Average Pay Rate

   1.76%

   1.75%

   1.74%

   1.70%

   

   

   1.75%International Debt:Other Latin America Currency Fixed Rate

   -

   -

   46.6

   -

   

   

   46.6Average Pay Rate

   -

   -

   13.00%

   -

   

   

   13.00%Other Latin America Currency Floating Rate

   17.9

   -

   11.1

   -

   

   -

   29.0%Average Pay Rate

   9.01%

   -

   6.54%

   -

   

   -

   8.07%US$ Fixed Rate

   123.4

   36.8

   -

   -

   

   -

   160.2Average Pay Rate

   0.69%

   0.69%

   -

   -

   

   -

   0.69%US$ Floating Rate

   171.1

   61.4

   90.2

   34.5

   3.4

   18.6

   379.2Average Pay Rate

   1.82%

   2.42%

   1.35%

   2.06%

   6.00%

   6.00%

   2.07%ReaisDenominated Debt Floating Rate – TJLP:Notional Amount

   513.0

   412.7

   275.7

   52.7

   

   

   1,254.0TJLP + Average Pay Rate

   7.16%

   7.17%

   7.18%

   7.30%

   

   

   7.17%ReaisDebt - ICMS Fixed Rate:Notional Amount

   26.9

   52.4

   34.1

   7.3

   15.0

   54.6

   190.2Average Pay Rate

   3.01%

   3.01%

   3.01%

   3.01%

   3.01%

   63.01%

   3.01%ReaisDebt - Fixed Rate:Notional Amount

   35.1

   29.1

   21.8

   307.1

   24.1

   75.2

   492.4Average Pay Rate

   4.50%

   4.22%

   3.61%

   8.97%

   3.93%

   3.62%

   7.07%Total Debt

   1,040.6

   695.3

   549.2

   418.1

   42.5

   148.4

   2,894.0
  Maturity Schedule of Cash Instruments as of December 31, 2013Cash Instrument

   2014

   2015

   2016

   2017

   2018

   Thereafter

   Total(in R$ million, except percentages)US$-Denominated Cash and Cash Equivalents:Notional

   1,206.9

   -

   -

   -

   -

   -

   1,206.9Average Interest Rate

   0.22%

   -

   -

   -

   -

   -

   0.22%Reais-Denominated Cash and Cash Equivalents:Notional

   7,559.1

   -

   -

   -

   -

   -

   7,559.1Average Interest Rate

   9.90%

   -

   -

   -

   -

   -

   9.90%C$-Denominated Cash and Cash Equivalents:Notional Amount

   1,180.6

   -

   -

   -

   -

   -

   1,180.6Average Pay Rate

   1.10%

   -

   -

   -

   -

   -

   1.10%Other Latin American Currency investments:Notional Amount

   1,339.2

   -

   -

   -

   -

   -

   1,339.2Average Interest Rate

   -

   -

   -

   -

   -

   -

   -Total

   11,285.2

   -

   -

   -

   -

   -

   11,285.2
 133


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Maturity Schedule of Interest Rate Derivatives as of December 31, 2013Derivatives Instrument(1)

   2014

   2015

   2016

   2017

   2018

   Thereafter

   Total

   Fair Value(in R$ million, except percentages)BM&F DDI Futures:Notional Amount

   -

   -

   -

   -

   -

   -

   -

   -Average Interest Rate

   -

   -

   -

   -

   -

   -

   -

   -BM&F DI Futures:Notional Amount

   -

   (320.0)

   (30.0)

   -

   -

   -

   (350.0)

   (0.2)Average Interest Rate

   -

   10.77%

   11.62%

   -

   -

   -

   10.84%

   -US$ x R$ CCIRS(2):Notional Amount

   -

   -

   -

   -

   -

   -

   -

   -Average Interest Rate

   -

   -

   -

   -

   -

   -

   -

   -FIXED x CDIIRS(3):Notional Amount

   -

   -

   -

   300.0

   -

   -

   -

   300.0Average Interest Rate

   -

   -

   -

   9.67%

   -

   -

   -

   9.67%
  (1)   Negative notional amounts represent an excess of liabilities over assets at any given moment. (2)   Cross-currency interest rate swap. (3)   Interest rate swap. Part of the floating rate debt accrues interest at TJLP.  During the period set forth below the TJLP was: 2013

   2012

   20114th Quarter

   5.00

   5.50

   6.003rd Quarter

   5.00

   5.50

   6.002nd Quarter

   5.00

   6.00

   6.001st Quarter

   5.00

   6.00

   6.00
 We have not experienced, and do not expect to experience, difficulties in obtaining financing or refinancing existing debt. Foreign Exchange Risk We are exposed to fluctuations in foreign exchange rate movements because a significant portion of our operating expenses, in particular those related to hops, malt, sugar, aluminum and corn, are also denominated in or linked to the U.S. dollar.  We enter into derivative financial instruments to manage and reduce the impact of changes in foreign currency exchange rates in respect of our U.S. dollar-denominated debt.  From January 1, 2011, until December 31, 2013, therealdepreciated by 40.7% against the U.S. dollar, and, as of December 31, 2013, thecommercial market rate for purchasing U.S. dollars was R$2.343 per US$1.00.  Therealdepreciated against the U.S. dollar by 12.5% in 2011, 8.9% in 2012 and 14.6% in 2013. 134


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Our foreign currency exposure gives rise to market risks associated with exchange rate movements, mainly against the U.S. dollar.  Foreign currency-denominated liabilities at December 31, 2013, included debt of R$957.4 million. Current Exposure As of December 31, 2013, derivative activities consisted of foreign currency forward contracts, foreign currency swaps, options and future contracts.  The table below provides information about our significant foreign exchange rate risk sensitive instruments as of December 31, 2013.  The contract terms of these instruments have been categorized by expected maturity dates. Maturity Schedule of Interest Rate Derivatives as of December 31, 2013Derivatives Instruments

   2014

   2015

   2016

   2017

   2018

   Thereafter

   Total

   Fair Value(in R$ million, except percentages)BM&F DDI Futures:Notional Amount

   -

   -

   -

   -

   -

   -

   -

   -Average Interest Rate

   -

   -

   -

   -

   -

   -

   -BM&F Dollar Futures:Notional Amount

   1,797.4

   -

   -

   -

   -

   -

   1,797.4

   13.2Average Interest Rate

   8.97%

   -

   -

   -

   -

   -

   8.97%BM&F Euro Futures:Notional Amount

   373.5

   -

   -

   -

   -

   -

   373.5

   2.1Average Interest Rate

   8.88%

   -

   -

   -

   -

   -

   8.88%US$ x R$ CCIRS:Notional Amount

   -

   -

   -

   -

   -

   -

   -

   -Average Interest Rate

   -

   -

   -

   -

   -

   -

   -CLP x R$ SWAP:Notional Amount

   -

   252.0

   -

   -

   -

   -

   252.0

   (26.1)Average Unit Price

   -

   204.58

   -

   -

   -

   -

   204.58NDF US$ x R$:Notional Amount

   (5,519.2)

   -

   -

   -

   -

   -

   (5,519.2)

   (423.4)Average Unit Price

   2.47

   -

   -

   -

   -

   -

   2.47FDF C$ x US$:Notional Amount

   1,959.3

   -

   -

   -

   -

   -

   1,959.3

   89.0Average Unit Price

   1.06

   -

   -

   -

   -

   -

   1.06FDF C$ x EUR:Notional Amount

   97.2

   -

   -

   -

   -

   -

   97.2

   5.7Average Unit Price

   1.38

   -

   -

   -

   -

   -

   1.38NDF C$ x R$:Notional Amount

   (373.6)

   -

   -

   -

   -

   -

   (373.6)

   (3.5)Average Unit Price

   2.4

   -

   -

   -

   -

   -

   2.4NDF ARS x US$:Notional Amount

   492.8

   -

   -

   -

   -

   -

   492.8

   82.6Average Unit Price

   7.2

   -

   -

   -

   -

   -

   7.2NDF CLP x US$:Notional Amount

   159.2

   -

   -

   -

   -

   -

   159.2

   5.6Average Unit Price

   516.36

   -

   -

   -

   -

   -

   516.36NDF UYU x US$:Notional Amount

   68.8

   -

   -

   -

   -

   -

   68.8

   0.2Average Unit Price

   22.97

   -

   -

   -

   -

   -

   22.97NDF BOB x US$:Notional Amount

   112.9

   -

   -

   -

   -

   -

   112.9

   (1.5)Average Unit Price

   7.08

   -

   -

   -

   -

   -

   7.08NDF PYG x US$:Notional Amount

   113.8

   -

   -

   -

   -

   -

   113.8

   2.9Average Unit Price

   4,570.79

   -

   -

   -

   -

   -

   4,570.79
 135


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Maturity Schedule of Interest Rate Derivatives as of December 31, 2013Derivatives Instruments

   2014

   2015

   2016

   2017

   2018

   Thereafter

   Total

   Fair Value(in R$ million, except percentages)NDF PEN x US$:Notional Amount

   133.6

   -

   -

   -

   -

   -

   133.6

   2.7Average Unit Price

   2.82

   -

   -

   -

   -

   -

   2.82NDF EUR x R$:Notional Amount

   (175.8)

   -

   -

   -

   -

   -

   (175.8)

   (6.9)Average Unit Price

   3.52

   -

   -

   -

   -

   -

   3.52
 136


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ITEM 12.              DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES A.            Debt Securities Not Applicable. B.            Warrants and Rights Not Applicable. C.            Other Securities Not Applicable. D.            American Depositary Shares The Bank of New York Mellon, or the Depositary, is the depositary of the Ambev shares in accordance with the Deposit Agreement, dated July 9, 2013, entered into among Ambev, The Bank of New York Mellon, as depositary, and all owners from time to time of ADSs of Ambev, or the Depositary Agreement.  A copy of this Depositary Agreement is filed as an exhibit to this annual report on Form 20−F. The Depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them.  The Depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees.  The Depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them.  The Depositary may collect any of its fees by deduction from any cash distribution payable to ADS holders that are obligated to pay those fees.  The Depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.  Pursuant to the Depositary Agreement, holders of our ADSs may have to pay to The Bank of New York Mellon, either directly or indirectly, fees or charges up to the amounts set forth in the table below. Persons depositing or withdrawingshares or ADS holders must pay:

   

   For:US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)

   

   ·issuance of ADSs, including issuances resulting from a distribution of shares, rights or other property; and

   ·cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates.US$0.02 (or less) per ADS

   

   ·any cash distribution to ADS holders.A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs

   

   ·distribution of securities distributed to holders of deposited securities which are distributed by the Depositary to ADS holders.US$0.02 (or less) per ADSs per calendar year

   

   ·depositary services.Registration or transfer fees

   

   ·transfer and registration of shares on Ambev’s share registry to or from the name of the Depositary or its agent when you deposit or withdraw shares.Expenses of the Depositary

   

   ·cable, telex and facsimile transmissions (when expressly provided in the deposit agreement); and

   ·converting foreign currency to U.S. dollars.Taxes and other governmental charges the Depositary or the Custodian may have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes or stamp duty (which currently are inapplicable in Brazil) or withholding taxes

   

   ·as necessary.Any charges incurred by the Depositary or its agents for servicing the deposited securities

   

   ·as necessary.
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In performing its duties under the Deposit Agreement, the Depositary may use brokers, dealers or other service providers that are affiliates of the Depositary and that may earn or share fees or commissions.

Subject to certain terms and conditions, the Depositary has agreed to reimburse us for certain expenses it incurs that are related to establishment and maintenance expenses of the ADS program, including the standard out-of-pocket maintenance costs for the ADRs, which consist of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of U.S. federal tax information, mailing required tax forms, stationery, postage, facsimile, and telephone calls.  There are limits on the amount of expenses for which the Depositary will reimburse us, but the amount of reimbursement available to us is not necessarily tied to the amount of fees the depositary collects from investors.

The Depositary has made payments to us in the amount of US$16.3 million during 2013.  These amounts were used for general corporate purposes such as the payment of costs and expenses associated with (1) the preparation and distribution of proxy materials, (2) the preparation and distribution of marketing materials and (3) consulting and other services related to investor relations.

# 

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# PART II

## ITEM 13.              DEFAULT, DIVIDENDS ARREARAGES AND DELINQUENCIES

Not Applicable.

## 

139




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## ITEM 14.              MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not Applicable.

## 

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## ITEM 15.              CONTROLS AND PROCEDURES

A.            Disclosure Controls and Procedures

The Company has carried out an evaluation, as of December 31, 2013, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures under the supervision and with the participation of the Company’s management, which is responsible for the management of the internal controls, including the Chief Executive Officer and Chief Financial Officer.  While there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures, the Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives.  Based upon the Company’s evaluation, as of December 31, 2013, the Chief Executive Officer and Chief Financial Officer of the Company have concluded that the disclosure controls and procedures are (1) effective at that reasonable assurance level in ensuring that information required to be disclosed in the reports that are filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Commissions’ rules and forms and (2) effective at that reasonable assurance level in ensuring that information to be disclosed in the reports that are filed or submitted under the Exchange Act is accumulated and communicated to the management of the Company, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosure.

B.            Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.

Internal control over financial reporting is defined in rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the audited consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect material misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  The effectiveness of our internal control over financial reporting as of December 31, 2013, is based on the criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission.  Based on those criteria, management has concluded that as of December 31, 2013, the Company’s internal control over financial reporting is effective.

C.            Attestation Report of the Registered Public Accounting Firm

The effectiveness of our internal control over financial reporting as of December 31, 2013, has been audited by PricewaterhouseCoopers Auditores Independentes, the Company’s independent registered public accounting firm, which opinion is stated in their report, included herein.

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D.            Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

## 

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## ITEM 15T.           CONTROLS AND PROCEDURES

Not applicable.

## 

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## ITEM 16A.           AUDIT COMMITTEE FINANCIAL EXPERT

We have relied on the exemption provided for under Rule 10A-3(c)(3) of the Exchange Act, pursuant to  Section 301 of the Sarbanes-Oxley Act of 2002, which enables us to have the Fiscal Council perform the duties of an audit committee for the purposes of such Act, to the extent permitted by Brazilian law.  In accordance with the charter of our Fiscal Council, at least one of its members has to fulfill the requirements of the Sarbanes-Oxley Act of 2002 for the purposes of qualifying as an audit committee financial expert.  Accordingly, our Fiscal Council is comprised of one “audit committee financial expert” within the meaning of this Item 16A, namely Mr. Celso Clemente Giacometti, who has an extensive work-related finance background and who is “independent” as set forth in Rule 10A-3(c) of the Sarbanes-Oxley Act of 2002.

## 

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## ITEM 16B.           CODE OF BUSINESS CONDUCT

We have adopted a code of business conduct (as defined under the rules and regulations of the SEC, and formerly called Code of Ethics) that apply to our principal executive officer, principal financial officer and principal accounting officer, among others.  Our code of business conduct is attached to this annual report as an Exhibit and was approved by our Board of Directors on August 30, 2013 (though Old Ambev had its own Board-approved code of business conduct since 2003).  If the provisions of the code that apply to our principal executive officer, principal financial officer or principal accounting officer are amended, or if a waiver is granted, we will disclose such amendment or waiver.

## 

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ITEM 16C.           PRINCIPAL ACCOUNTANT FEES AND SERVICES Auditor Fees PricewaterhouseCoopers Auditores Independentes acted as our independent auditor for the fiscal years ended December 31, 2013, 2012 and 2011.  The table below sets forth the total amount billed to the Company or Old Ambev by PricewaterhouseCoopers Auditores Independentes, for services performed in 2013 and 2012, and breaks down these amounts by category of service: Year Ended December 31,2013

   2012(in R$ thousand)Audit fees

   13,497.0

   6,783.7Audit-related fees

   -

   -Tax fees

   391.8

   829.0All other fees

   49.4

   790.0Total

   13,938.2

   8,402.7
 Audit Fees Audit fees are fees billed for the audit of our audited consolidated financial statements and for the reviews of our quarterly financial statements in connection with statutory and regulatory filings or engagements (including audit of our subsidiaries for consolidated purpose). Audit-Related Fees Audit-related fees consisted of fees billed for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements or that were traditionally performed by the external auditor. Tax Fees Tax fees in 2013 and 2012 were related to tax compliance services. All Other Fees All other services consist primarily of fees billed for certain compliance reports to be filed with local regulators and certain comfort letters issued in connection with the issuance of debt. Independent Registered Public Accounting Firm Our audited consolidated financial statements as of and for the years ended December 31, 2013, 2012 and 2011, have been audited by PricewaterhouseCoopers Auditores Independentes, São Paulo, Brazil, independent registered public accounting firm.  The offices of PricewaterhouseCoopers Auditores Independentes are located at Av. Francisco Matarazzo, 1400, São Paulo, Brazil.  They are members of the São Paulo State Regional Board of Accountants (Conselho Regional de Contabilidade) and their registration number is2SP0001/O-5. Pre-Approval Policies and Procedures We have adopted pre-approval policies and procedures under which all audit and non-audit services provided by contracted external auditors must be pre-cleared by the Fiscal Council, which performs the duties of an audit committee for the purposes of the Sarbanes-Oxley Act of 2002, in accordance with Rule 10A-3(c).  The Fiscal Council adopts a list of services and amount limits for contracting for each external auditor under terms included in a “basic list”, which is in turn approved by the Board of Directors.  Any services provided from such list are deemed“pre-approved” for purposes of the Sarbanes-Oxley Act of 2002.  The Board of Directors and the Fiscal Council periodically receive from our chief financial officer a summary report on the progress of the pre-approved services rendered and the corresponding fees duly authorized.  Any services which are not included in such require a prior favorable opinion of our Fiscal Council.  Our policy also contains a list of services which cannot be rendered by our external auditors. 146


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ITEM 16D.           EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES NYSE corporate governance standards require that a listed company have an audit committee composed of three independent members that satisfy the independence requirements of Rule 10A-3 under the Exchange Act, with a written charter that addresses certain duties. The Fiscal Council is a permanent body which operates independently from our management and from our registered independent public accounting firm.  Its principal function is to examine the financial statements of each fiscal year and provide a formal report to our shareholders.  We are relying on the exemption provided for in Rule 10A-3(c)(3) and believe that our reliance on this exemption will not materially affect the ability of the Fiscal Council to act independently and to satisfy the other requirements of Rule 10A-3.  In accordance with the charter of our Fiscal Council, at least one of its members has to fulfill the requirements of the Sarbanes-Oxley Act of 2002 for the purposes of qualifying as an audit committee financial expert.  Accordingly, our Fiscal Council has designated one financial expert, namely Mr. Celso Clemente Giacometti.  147


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ITEM 16E.           PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS As disclosed under “Major Shareholders—Share Buyback Program”, we have purchased a number of our shares during the period covered by this annual report. Ambev S.A. Share Repurchases Set forth below, in tabular format, is some disclosure on the repurchases of Ambev S.A. shares for the periods indicated.  No repurchase programs were publicly announced during these periods.  Shares not purchased under publicly announced programs include those purchased from employees when no publicly announced program was in place and those bought from employees who were dismissed, in both cases, pursuant to the terms and conditions of our stock ownership plan.  Month

   Total Numberof SharesPurchased

   Average PricePaid per Share

   Total Number ofShares Purchased asPart of PubliclyAnnounced Plans orPrograms(1)

   Maximum Number ofShares that May BePurchased Under Publicly Announced Plans or ProgramsDecember-2013

   570,857

   16.69

   Not Specified

   Not SpecifiedNovember-2013

   32,545

   17.15

   Not Specified

   Not SpecifiedOctober-2013

   1,154,550

   17.16

   Not Specified

   Not Specified
  (1)   May differ from total number of shares purchased as they do not include all shares acquired from employees under the stock ownership program. Old Ambev Share Repurchases Set forth below, in tabular format, is some disclosure on the repurchases of common and preferred shares of Old Ambev for the periods indicated.  No repurchase programs were publicly announced during these periods.  Shares not purchased under publicly announced programs include those purchased from employees when no publicly announced program was in place and those bought from employees who were dismissed, in both cases, pursuant to the terms and conditions of Old Ambev’s stock ownership plan. Preferred Shares Month

   TotalNumber ofSharesPurchased

   Average PricePaid per Share

   Total Number ofShares Purchased asPart of PubliclyAnnounced Plans orPrograms(1)

   Maximum Number ofShares that May BePurchased Under thePlans or ProgramsJuly-2013

   68,054

   81.74

   Not Specified

   Not SpecifiedJune-2013

   4,600

   79.07

   Not Specified

   Not SpecifiedMay-2013

   144,606

   85.41

   Not Specified

   Not SpecifiedApril-2013

   1,280

   84.77

   Not Specified

   Not SpecifiedMarch-2013

   18,078

   83.69

   Not Specified

   Not SpecifiedJanuary-2013

   95,709

   91.69

   Not Specified

   Not SpecifiedDecember-2012

   122,586

   85.96

   Not Specified

   Not SpecifiedNovember-2012

   5,034

   83.23

   Not Specified

   Not SpecifiedOctober-2012

   4,310

   79.50

   Not Specified

   Not SpecifiedSeptember-2012

   73,830

   78.27

   Not Specified

   Not SpecifiedAugust-2012

   82,410

   37.92

   Not Specified

   Not SpecifiedJuly-2012

   5,544

   11.20

   Not Specified

   Not SpecifiedJune-2012

   328,111

   76.69

   Not Specified

   Not SpecifiedMay-2012

   5,185

   79.98

   Not Specified

   Not SpecifiedApril-2012

   22,404

   76.91

   Not Specified

   Not Specified
 148


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Month

   TotalNumber ofSharesPurchased

   Average PricePaid per Share

   Total Number ofShares Purchased asPart of PubliclyAnnounced Plans orPrograms(1)

   Maximum Number ofShares that May BePurchased Under thePlans or ProgramsMarch-2012

   7,386

   74.78

   Not Specified

   Not SpecifiedFebruary-2012

   7,135

   64.00

   Not Specified

   Not SpecifiedJanuary-2012

   62,893

   67.60

   Not Specified

   Not SpecifiedDecember-2011

   134,415

   60.46

   Not Specified

   Not SpecifiedNovember-2011

   -

   -

   Not Specified

   Not SpecifiedOctober-2011

   62,690

   58.00

   Not Specified

   Not SpecifiedSeptember-2011

   178,794

   42.01

   Not Specified

   Not SpecifiedAugust-2011

   5,400

   49.30

   Not Specified

   Not SpecifiedJuly-2011

   390,970

   51.22

   Not Specified

   Not SpecifiedJune-2011

   192,228

   49.59

   Not Specified

   Not SpecifiedMay-2011

   4,401

   50.81

   Not Specified

   Not SpecifiedApril-2011

   136,841

   45.77

   Not Specified

   Not SpecifiedMarch-2011

   -

   -

   Not Specified

   Not SpecifiedFebruary-2011

   116,265

   26.80

   Not Specified

   Not SpecifiedJanuary-2011

   31,290

   9.71

   Not Specified

   Not Specified
  (1)   May differ from total number of shares purchased as they do not include all shares acquired from employees under the stock ownership program. Common Shares Month

   Total Numberof SharesPurchased

   Average PricePaid per Share

   Total Number ofShares Purchased asPart of PubliclyAnnounced Plans orPrograms (1)

   Maximum Number ofShares that May BePurchased Under thePlans or ProgramsMay-2013

   6,410

   83.77

   Not Specified

   Not SpecifiedDecember-2012

   -

   -

   Not Specified

   Not SpecifiedNovember-2012

   975

   68.71

   Not Specified

   Not SpecifiedOctober-2012

   -

   -

   Not Specified

   Not SpecifiedSeptember-2012

   -

   -

   Not Specified

   Not SpecifiedAugust-2012

   -

   -

   Not Specified

   Not SpecifiedJuly-2012

   1,104

   14.06

   Not Specified

   Not SpecifiedJune-2012

   980

   61.96

   Not Specified

   Not SpecifiedMay-2012

   -

   -

   Not Specified

   Not SpecifiedApril-2012

   1,865

   39.33

   Not Specified

   Not SpecifiedMarch-2012

   -

   -

   Not Specified

   Not SpecifiedFebruary-2012

   -

   -

   Not Specified

   Not SpecifiedJanuary-2012

   6,255

   12.14

   Not Specified

   Not SpecifiedDecember-2011

   -

   -

   Not Specified

   Not SpecifiedNovember-2011

   -

   -

   Not Specified

   Not SpecifiedOctober-2011

   -

   -

   Not Specified

   Not SpecifiedSeptember-2011

   11,685

   30.94

   Not Specified

   Not SpecifiedAugust-2011

   -

   -

   Not Specified

   Not SpecifiedJuly-2011

   82,385

   42.76

   Not Specified

   Not SpecifiedJune-2011

   7,000

   42.68

   Not Specified

   Not SpecifiedMay-2011

   -

   -

   Not Specified

   Not SpecifiedApril-2011

   1,865

   39.33

   Not Specified

   Not SpecifiedMarch-2011

   -

   -

   Not Specified

   Not SpecifiedFebruary-2011

   -

   -

   Not Specified

   Not SpecifiedJanuary-2011

   6,255

   12.14

   Not Specified

   Not Specified
  (1)   May differ from total number of shares purchased as they do not include all shares acquired from employees under the stock ownership program.   149


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ITEM 16F.           CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT Not Applicable.  150


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## ITEM 16G.          CORPORATE GOVERNANCE

The principal differences between the NYSE corporate governance standards and our corporate governance practices are referred to in “Item 6. Directors, Senior Management and Employees—C. Board Practices—Differences Between the United States and Brazilian Corporate Governance Practices.”



## 

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## ITEM 16H.          MINE SAFETY DISCLOSURE

Not Applicable.

# 

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# PART III

## ITEM 17.              FINANCIAL STATEMENTS

Our audited consolidated financial statements, together with the audit report of the Independent Registered Public Accounting Firm thereon, are filed as part of this annual report, starting on page F-1 hereto, following the signature pages.





## 

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## ITEM 18.              FINANCIAL STATEMENTS

See “Item 17.—Financial Statements.”



## 

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ITEM 19.              EXHIBITS  1.1

   Bylaws of Ambev S.A. (English-language translation) (incorporated by reference to the report on Form 6-K furnished by Ambev on January 2, 2014).2.1

   Deposit Agreement among Ambev S.A., The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares, representing Common Shares (incorporated by reference to Exhibit 4.1 to Form F-4 filed by Ambev on June 28, 2013).2.2

   Indenture, dated July 24, 2007, between AmBev International Finance Co. Ltd., Deutsche Bank Trust Company Americas, as Trustee, and Deutsche Bank Luxembourg S.A., as Luxembourg Paying and Transfer Agent (incorporated by reference to Exhibit 4.1 to Form F-4 filed by Ambev on September 19, 2008).2.3

   Form of Note (contained in Exhibit 2.2).2.4

   Guaranty, dated July 24, 2007, between Companhia de Bebidas das Américas – Ambev, as Guarantor, and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.4 to Form F-4 filed by the Company on July 8, 2013).2.5

   First Amendment to Guaranty, dated as of January 2, 2014, between Ambev,as successor company by merger of Companhia de Bebidas das Américas – Ambev, and Deutsche Bank Trust Company Americas, as trustee.3.1

   Shareholders’ Agreement of Ambev S.A., dated April 16, 2013, effective as from the approval of the Stock Swap Merger until July 1, 2019, among Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência, Interbrew International B.V., AmBrew S.A., Ambev S.A. and Anheuser-Busch InBev N.V./S.A. (English-language translation) (incorporated by reference to Exhibit 9.1 to Form F-4 filed by Ambev on July 8, 2008).3.2

   Shareholders’ Agreement of Ambev S.A., dated April 16, 2013, to be effective starting on July 2, 2019, among Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência, Interbrew International B.V., AmBrew S.A. and Ambev S.A. (English-language translation) (incorporated by reference to Exhibit 9.2 to Form F-4 filed by Ambev on July 8, 2013).3.3

   First Amendment to the Shareholders’ Agreement of Companhia de Bebidas das Américas - Ambev, dated as of March 3, 2004, among Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência, Braco S.A., Empresa de Administração e Participações S.A., Companhia de Bebidas das Américas - Ambev, Jorge Paulo Lemann, Marcel Herrmann Telles, and Carlos Alberto da Veiga Sicupira (English-language translation) (incorporated by reference to Exhibit 9.3 to Form F-4 filed by Ambev on July 8, 2013).3.4

   Instrument of Accession to the Shareholders’ Agreement of Companhia de Bebidas das Américas - Ambev entered into on July 28, 2005 by Interbrew International B.V. and AmBrew S.A. (incorporated by reference to Exhibit 9.4 to Form F-4 filed by Ambev on July 8, 2013).3.5

   Shareholders’ Voting Rights Agreement of S-Braco Participações S.A., or S-Braco, dated as of August 30, 2002, among Santa Judith Participações S.A., Santa Irene Participações S.A., Santa Estela Participações S.A. and Santa Prudência Participações S.A., with Jorge Paulo Lemann, Carlos Alberto da Veiga Sicupira and Marcel Herrmann Telles as intervening parties, and S-Braco, Braco S.A., Empresa de Administração e Participações S.A. and Companhia de Bebidas das Américas - Ambev as acknowledging parties (English-language translation) (incorporated by reference to Exhibit 9.5 to Form F-4 filed by Ambev on July 8, 2013). 155


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3.6

   Amended and Restated Anheuser-Busch InBev Shareholders Agreement (formerly InBev Shareholders Agreement and Interbrew Shareholders Agreement), dated September 9, 2009, among BRC S.à.R.L, Eugénie Patri Sébastien S.A. (formerly Eugénie Patri Sébastien SCA), Stichting Anheuser-Busch InBev (formerly Stichting Ambev and Stichting Interbrew) and Rayvax Société d’Investissement NV/SA. (incorporated by reference to Exhibit 9.6 to Form F-4 filed by Ambev on July 8, 2013).3.7

   Voting Agreement, dated October 17, 2008, between Stichting Anheuser-Busch InBev, Fonds Ambev Baillet Latour SPRL and Fonds Voorzitter Verhelst SPRL (incorporated by reference to Exhibit 9.7 to Form F-4 filed by Ambev on July 8, 2013).4.2

   Protocol of Merger and Instrument of Justification (Protocolo e Justificação de Incorporação de Ações), dated May 10, 2013, between Companhia de Bebidas das Américas - Ambev and Ambev S.A. (English-language translation) (incorporated by reference to Exhibit 2.1 to Form F-4 filed by Ambev on July 8, 2013).8.1

   List of Material Subsidiaries of Ambev S.A.11.1

   Code of Business Conduct dated August 30, 2013 (English-language version).11.2.

   Manual on Disclosure and Use of Information and Policies for Trading with Securities issued by Ambev (English-language version) (incorporated by reference to Exhibit 14.1 to Form F-4 filed by Ambev on June 8, 2013).12.1

   Principal Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.12.2

   Principal Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.13.1

   Principal Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.13.2

   Principal Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  156


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Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant, Ambev S.A., certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on Form 20-F on its behalf. AMBEV S.A.  By:/s/ João Mauricio Giffoni de Castro NevesName:    João Mauricio Giffoni de Castro NevesTitle:       Chief Executive Officer  By:/s/ Nelson José JamelName:    Nelson José JamelTitle:       Chief Financial Officer  Date: March 24, 2014


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Report of Independent Registered Public Accounting Firm   To the Board of Directors and Shareholders AmBev S.A.  In our opinion, the accompanying consolidated balance sheets and the related consolidated income statement, statements of comprehensive income, statements of changes in equity (net investments) and cash flow statements present fairly, in all material respects, the financial position of AmBev S.A. and its subsidiaries (“Company”) at December 31, 2013 and 2012 and the results of their operations and their cash flows for each of the three years ended December 31, 2013 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual report on Internal Control over Financial Reporting included in item 15 of this Form 20-F. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.  A Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  São Paulo - Brazil March 21, 2014   \s\ PricewaterhouseCoopers Auditores Independentes F - 1




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AMBEV S.A. FINANCIAL STATEMENTS
  Consolidated Income Statements Years ended December 31, 2013, 2012  and 2011 (Expressed in millions of Brazilian Reais)  Restated (i)Note

   2013

   2012

   2011Net sales

   6

   34,791.4

   32,231.0

   27,126.7Cost of sales

   

   (11,397.8)

   (10,459.8)

   (8,998.5)Gross profit

   

   23,393.6

   21,771.2

   18,128.2Sales and marketing expenses

   

   (8,025.8)

   (7,350.9)

   (6,254.1)Administrative expenses

   

   (1,736.4)

   (1,603.5)

   (1,237.3)Other operating income/(expenses)

   7

   1,761.5

   863.4

   783.2Income from operations before special items

   

   15,392.9

   13,680.2

   11,420.0Restructuring

   8

   (29.2)

   (31.3)

   (12.5)Acquisition of subsidiary

   8

   -

   (15.8)

   -Proceeds from sale of fixed assets

   8

   -

   (3.3)

   35.6Income from operations

   

   15,363.7

   13,629.8

   11,443.1Finance cost

   11

   (2,495.9)

   (1,556.4)

   (1,480.5)Finance income

   11

   932.5

   666.8

   958.8Net finance cost

   

   (1,563.4)

   (889.6)

   (521.7)Share of results of associates

   

   11.4

   0.5

   0.5Income before income tax

   

   13,811.7

   12,740.7

   10,921.9Income tax expense

   12

   (2,457.6)

   (2,320.1)

   (2,443.1)Net income

   

   11,354.1

   10,420.6

   8,478.8Attributable to:Equity holders of Ambev

   

   9,535.0

   6,327.3

   5,146.4Non-controlling interests

   

   1,819.1

   4,093.3

   3,332.4Basic earnings per share – common (ii)

   

   0.75

   0.65

   0.53Diluted earnings per share– common (ii)

   

   0.74

   0.64

   0.52
  (i) Adjusted to reflect the effects of retrospective application on the revised IAS 19Employee Benefits(see Note 3Summary of significant accounting policies). (ii) The information related to the earnings per share calculation of 2012 and 2011 were restated to reflect the effect of capital contributions, as described in Note 1 (c).   The accompanying notes are an integral part of these consolidated financial statements.


F - 2

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Consolidated Statements of Comprehensive Income Years ended December 31, 2013, 2012  and 2011 (Expressed in millions of Brazilian Reais)   Restated2013

   2012

   2011Net income

   11,354.1

   10,420.6

   8,478.8Items that will not be reclassified to profit or loss:Remeasurement of postemployment benefits

   201.0

   (110.0)

   (503.7)Items that may be reclassified subsequently to profit or loss:Exchange differences on translation of foreign operations (gains/ (losses))

   359.6

   1,242.4

   762.7Cash flow hedges - gains / (losses)Recognized in Equity (cash flow hedge)

   280.9

   488.8

   185.6Removed from Equity and included in profit or loss

   (220.5)

   (329.4)

   (188.1)Deferred income tax variance in Equity

   4.0

   (118.9)

   (82.4)Total cash flow hedges

   64.4

   40.5

   (84.9)Net income (loss) recognized directly in Equity

   625.0

   1,172.9

   174.1Total comprehensive income with effects of adoption of the accounting practice of the previous cost

   11,979.1

   11,593.5

   8,652.9Reversal of effects of adoption of the accounting practice of the previous cost

   -

   (858.6)

   383.4Total comprehensive income

   11,979.1

   10,734.9

   9,036.3Attributable to:Equity holders of Ambev

   10,025.3

   6,641.6

   5,703.9Non-controlling interests

   1,953.8

   4,093.3

   3,332.4
  (i) Adjusted to reflect the effects of retrospective application on the revised IAS 19Employee Benefits(see Note 3Summary of significant accounting policies). (ii) The information for the year ended December 31, 2012 and 2011 does not reflect actual movements under Brazilian Corporate Law.   The accompanying notes are an integral part of these consolidated financial statements.


F - 3

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Consolidated Balance Sheets As at December 31, 2013, 2012 and January 1st, 2012 (Expressed in millions of Brazilian Reais)   Assets

   Note

   2013

   2012

   01/01/2012 (i)Non-current assetsProperty, plant and equipment

   13

   13,937.8

   12,351.3

   10,375.5Goodwill

   14

   27,021.1

   26,645.2

   23,814.2Intangible assets

   15

   3,213.6

   2,936.1

   1,912.8Investments in associates

   

   26.5

   24.0

   21.7Investment securities

   16

   63.8

   249.4

   242.1Deferred tax assets

   17

   1,646.5

   1,428.2

   1,447.1Employee benefits

   23

   23.5

   25.5

   18.5Taxes receivable

   

   11.1

   12.3

   16.3Trade and other receivables

   19

   2,260.2

   1,855.0

   1,232.048,204.1

   45,527.0

   39,080.2Current assetsInvestment securities

   16

   288.6

   476.6

   193.4Inventories

   18

   2,795.5

   2,466.3

   2,238.5Taxes receivable

   

   656.4

   116.6

   293.9Trade and other receivables

   19

   5,443.7

   4,268.0

   3,875.3Cash and cash equivalents

   20

   11,285.8

   8,974.3

   8,145.7Assets held for sale

   

   -

   4.1

   0.420,470.0

   16,305.9

   14,747.2Total assets

   

   68,674.1

   61,832.9

   53,827.4
  (i) Presented as per IAS 1Presentation of Financial Statementsrequirement, since the Company is applying retrospectively  revised IAS 19Employee Benefits(see Note 3Summary of significant accounting policies).   The accompanying notes are an integral part of these consolidated financial statements.


F - 4

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Consolidated Balance Sheets (continued) As at December 31, 2013 2012 and January 1st, 2012 (Expressed in millions of Brazilian Reais)  Equity and Liabilities

   Note

   2013

   2012

   01/01/2012 (i)Equity

   21Issued capital

   

   57,000.8

   -

   -Reserves

   

   61,220.3

   -

   -Carrying value adjustments

   

   (75,382.3)

   25,206.7

   23,088.1Equity attributable to equity holders of Ambev

   

   42,838.8

   25,206.7

   23,088.1Non-controlling interests

   

   1,158.6

   12,062.4

   10,037.2Total Equity

   

   43,997.4

   37,269.1

   33,125.3Non-current liabilitiesInterest-bearing loans and borrowings

   22

   1,853.5

   2,306.0

   1,890.2Employee benefits

   23

   1,558.3

   1,780.9

   1,602.9Deferred tax liabilities

   17

   2,095.7

   1,367.7

   1,112.0Trade and other payables

   25

   1,556.9

   3,064.0

   1,196.6Provisions

   26

   431.70

   518.10

   478.407,496.1

   9,036.7

   6,280.1Current liabilitiesBank overdrafts

   20

   -

   0.10

   12.30Interest-bearing loans and borrowings

   22

   1,040.6

   837.8

   2,212.1Income tax and social contribution payable

   

   887.5

   972.4

   793.9Trade and other payables

   25

   15,107.5

   13,579.3

   11,302.1Provisions

   26

   145.0

   137.5

   101.617,180.6

   15,527.1

   14,422.0Total liabilities

   

   24,676.7

   24,563.8

   20,702.1Total equity and liabilities

   

   68,674.1

   61,832.9

   53,827.4
  (i) Presented as per IAS 1Presentation of Financial Statementsrequirement, since the Company is applying retrospectively  revised IAS 19Employee Benefits(see Note 3Summary of significant accounting policies).    The accompanying notes are an integral part of these consolidated financial statements.


F - 5

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Consolidated Statements of Changes in Equity/Statements of Changes in Net Investment (Expressed in millions of Brazilian Reais)  Attributable to equity holders of AmbevCapital

   Capital reserves

   Net income reserve

   Retained earnings

   Carrying value adjustments

   Total

   Non-controlling interests

   Total equityAt January 1, 2013

   249.1

   -

   51.7

   -

   24,905.9

   25,206.7

   12,062.4

   37,269.1Net income

   -

   -

   -

   7,322.8

   2,212.1

   9,534.9

   1,819.1

   11,354.0Other comprehensive incomeTranslation reserves - gains / (losses)

   -

   -

   -

   -

   225.5

   225.5

   134.0

   359.5Cash flow hedges - gains / (losses)

   -

   -

   -

   -

   62.5

   62.5

   1.9

   64.4Remeasurements of postemployment benefits

   -

   -

   -

   -

   202.1

   202.1

   (1.0)

   201.1Total Comprehensive income

   -

   -

   -

   7,322.8

   2,702.2

   10,025.0

   1,954.0

   11,979.0Capital increase

   8,224.3

   6,775.1

   1,431.9

   -

   (16,413.8)

   17.5

   -

   17.5Stock swap merger – capital increase

   48,527.4

   48,527.4

   -

   -

   -

   97,054.8

   (97,054.8)

   -Stock swap merger – Carrying value adjustments

   -

   -

   -

   -

   (85,242.6)

   (85,242.6)

   85,242.6

   -Expenses on issue of shares

   -

   (26.9)

   -

   -

   -

   (26.9)

   -

   (26.9)Put option to acquire interest in a subsidiary

   -

   -

   -

   -

   (54.1)

   (54.1)

   -

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

   -

   -

   -

   -

   (28.2)

   (28.2)

   (176.1)

   (204.3)Dividends distributed

   -

   -

   (13.1)

   (2,036.0)

   -

   (2,049.1)

   (73.2)

   (2,122.3)Dividends accrued to distribute

   -

   -

   -

   (915.1)

   -

   (915.1)

   -

   (915.1)Acquiree shares and result on treasury shares

   -

   (28.8)

   -

   -

   -

   (28.8)

   -

   (28.8)Share-based payment

   -

   115.7

   -

   -

   -

   115.7

   -

   115.7Prescribed dividends

   -

   -

   -

   15.6

   -

   15.6

   -

   15.6Transactions among shareholders, including accrued dividends

   -

   -

   -

   -

   (1,251.7)

   (1,251.7)

   (796.3)

   (2,048.0)Reserves destination:Fiscal incentive reserve

   -

   -

   418.0

   (418.0)

   -

   -

   -

   -Investments reserve

   -

   -

   906.0

   (906.0)

   -

   -

   -

   -Additional dividends

   -

   -

   3,063.3

   (3,063.3)

   -

   -

   -

   -At December 31, 2013

   57,000.8

   55,362.5

   5,857.8

   -

   (75,382.3)

   42,838.8

   1,158.6

   43,997.4
  The accompanying notes are an integral part of these consolidated financial statements.


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Consolidated Statements of Changes in Equity/Statements of Changes in Net Investment (continued) (Expressed in millions of Brazilian Reais)  Total Majority Owner’s Net

   

   Non-controlling interest

   

   Total Net InvestmentBalance as at January 1st, 2012

   23,089.6

   

   10,035.7

   

   33,125.3Net income (restated)

   6,327.3

   

   4,093.3

   

   10,420.6Distribution to owners

   (4,069.5)

   

   (2,527.3)

   

   (6,596.8)Other comprehensive income (restated) (i)

   877.2

   

   1,101.6

   

   1,978.8Others

   (1,026.0)

   

   (632.9)

   

   (1,658.9)Balance as at December 31, 2012

   25,198.6

   

   12,070.4

   

   37,269.0
   Total Majority Owner’s Net

   

   Non-controlling interest

   

   Total Net InvestmentBalance as at January 1st, 2011

   21,811.1

   

   9,501.0

   

   31,312.1Net income (restated)

   5,146.4

   

   3,332.4

   

   8,478.8Distribution to owners

   (4,504.6)

   

   (2,843.9)

   

   (7,348.5)Other comprehensive income (restated) (i)

   442.8

   

   (63.0)

   

   379.8Others

   193.9

   

   109.2

   

   303.1Balance as at December 31, 2011

   23,089.6

   

   10,035.7

   

   33,125.3
  (i) The above presentation of " Other comprehensive income" does not reflect actual movements under Brazilian Corporate Law. The accompanying notes are an integral part of these consolidated financial statements.


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Consolidated Cash Flow Statements Years ended December 31, 2013, 2012  and  2011 (Expressed in millions of Brazilian Reais)  Restated (i)Note

   2013

   2012

   2011Net income

   

   11,354.1

   10,420.6

   8,478.8Depreciation, amortization and impairment

   

   2,092.1

   1,939.9

   1,662.1Impairment losses on receivables and inventories

   

   117.1

   127.0

   72.8Additions in provisions and employee benefits

   

   203.3

   173.2

   97.1Net finance cost

   16

   1,563.4

   889.6

   521.7Loss/(gain) on sale of property, plant and equipment and intangible assets

   

   (24.3)

   (36.8)

   (23.8)Loss/(gain) on assets held for sale

   

   -

   3.7

   (36.4)Equity-settled share-based payment expense

   18

   182.2

   144.6

   122.3Income tax expense

   17

   2,457.6

   2,320.1

   2,443.1Share of result of associates

   

   (11.4)

   (0.5)

   (0.5)Other non-cash items included in the profit

   

   (228.1)

   (223.0)

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

   

   17,706.0

   15,758.4

   13,188.4Increase in trade and other receivables

   

   (1,173.9)

   (343.2)

   (421.9)Increase in inventories

   

   (422.7)

   (196.2)

   (289.8)Increase in trade and other payables

   

   1,267.7

   560.2

   1,250.6Cash generated from operations

   

   17,377.1

   15,779.2

   13,727.3Interest paid

   

   (431.5)

   (486.4)

   (597.0)Interest received

   

   605.4

   450.4

   708.4Dividends received

   

   136.1

   123.8

   43.1Income tax paid

   

   (2,441.2)

   (1,603.8)

   (1,213.6)Cash flow from operating activities

   

   15,245.9

   14,263.2

   12,668.2Proceeds from sale of property, plant and equipment and intangible assets

   

   112.0

   122.8

   71.6Acquisition of property, plant and equipment and intangible assets

   7

   (3,800.8)

   (3,014.0)

   (3,200.2)Acquisition of subsidiaries, net of cash acquired

   5

   (254.9)

   (2,537.0)

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

   

   141.7

   (272.4)

   870.2Net proceeds/(acquisition) of other assets

   

   -

   (16.6)

   55.0Repayments of loans granted

   

   -

   -

   2,016.5Cash flow from investing activities

   

   (3,802.0)

   (5,717.2)

   (186.9)Capital increase

   11

   17.4

   -

   -Capital increase of non-controlling interests

   

   172.4

   210.1

   210.7Proceeds from borrowings

   

   327.4

   1,470.2

   1,555.6Proceeds/repurchase of treasury shares

   11

   (28.8)

   -

   -Proceeds/repurchase of treasury shares in subsidiaries

   11

   (8.9)

   (30.4)

   (31.1)Repayment of borrowings

   

   (992.3)

   (3,198.5)

   (6,223.0)Cash net of finance costs other than interests

   

   (1,661.5)

   (645.5)

   (681.7)Payment of finance lease liabilities

   

   (1.5)

   (8.1)

   (7.1)Dividends paid

   

   (7,209.4)

   (5,607.7)

   (5,491.1)Cash flow from financing activities

   

   (9,385.2)

   (7,809.9)

   (10,667.7)Net increase/(decrease) in cash and cash equivalents

   

   2,058.7

   736.1

   1,813.6Cash and cash equivalents less bank overdrafts at beginning of year (ii)

   

   8,974.1

   8,135.0

   5,915.6Effect of exchange rate fluctuations

   

   253.0

   103.1

   404.2Cash and cash equivalents less bank overdrafts at end of year (ii)

   20

   11,285.8

   8,974.2

   8,133.4
  (i) Adjusted to reflect the effects of retrospective application on the revised IAS 19Employee Benefits(see Note 3Summary of significant accounting policies). (ii) Bank overdrafts are not included in cash and cash equivalents.  The accompanying notes are an integral part of theseconsolidated financial statements.


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Notes to the consolidated financial statements: 1

   Corporate information2

   Statement of compliance3

   Summary of significant accounting policies4

   Use of estimates and judgments5

   Segment reporting6

   Net sales7

   Other operating income/(expenses)8

   Special items9

   Payroll and related benefits10

   Additional information on operating expenses by nature11

   Finance cost and income12

   Income tax and social contribution13

   Property, plant and equipment14

   Goodwill15

   Intangible assets16

   Investment securities17

   Deferred income tax and social contribution18

   Inventories19

   Trade and other receivables20

   Cash and cash equivalents21

   Changes in equity22

   Interest-bearing loans and borrowings23

   Employee benefits24

   Share-based payments25

   Trade and other payables26

   Provisions27

   Financial instruments and risks28

   Operating leases29

   Collateral and contractual commitments with suppliers, advances from customers and other30

   Contingencies31

   Related parties32

   Group companies33

   Insurance34

   Events after the balance sheet date


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1. CORPORATE INFORMATION  (a)Description of business  Ambev S.A. (referred to as the “Company” or “Ambev S.A.”),headquartered in São Paulo, Brazil, produces and sells beer, draft beer, soft drinks, other non-alcoholic beverages, malt and food in general, by participating either directly or indirectly in other Brazilian-domiciled companies and elsewhere in the Americas.  The direct and ultimate parent company of theCompany areInterBrew International B.V. (“IIBV”) and Anheuser-Busch InBev S.A./N.V. (“ABI”), respectively.  The financial statementswere approved by the Board of Directors on March 21, 2014.  (b)Ambev S.A. corporate restructuring  On December 7, 2012, Companhia de Bebidas das Américas – Ambev (“Companhia de Bebidas” or “Old Ambev”), announced  its intention to execute a corporate restructuring aiming to convert Old Ambev’s dual-class capital structure comprised of voting common and non-voting preferred shares into a new single–class capital structure comprised exclusively of voting common shares (the “Stock Swap Merger”). The proposed corporate restructuring objectives included simplifying Old Ambev corporate structure and improving its governance, increasing liquidity to the benefit of all shareholders, eliminating operational and administrative costs, and increasing flexibility to manage its capital structure. On June 17, 2013, as a preliminary step to the corporate restructuring, the parent company ABI contributed, through its subsidiaries IIBV and AmBrew S.A. (“AmBrew”), all shares of Old Ambev to Ambev S.A. (“Contribution of Shares”). On July 30, 2013, an Extraordinary General Meeting (“EGM”) approved the Stock Swap Merger, through which each Old Ambev common and preferred share, not owned by Ambev S.A., was exchanged for five new Ambev S.A. common shares. For purposes of comparison to periods prior to the June 17, 2013 Contribution of Shares, these financial statements present the financial positions, results of operations and cash flows of Ambev S.A. and the Old Ambev equity interests held by ABI and subsidiaries (that were transferred to Ambev S.A. pursuant to the Contribution of Shares), reflecting the purchase accounting adjustments recognized by ABI and a non-controlling interest (minorities), for all periods prior to June 17, 2013 (Note 1(c) -  preparation after the Contribution of Shares and a summary and description of the adjustments that were made to the Ambev S.A. financial statements).


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The organizational chart below illustrates the corporate structure modifications. Contribution of Shares


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Stock Swap Merger      The accounting entries booked in Ambev S.A. pursuant to the Contribution of Shares and the Stock Swap Merger are demonstrated in the Statements of Changes in Equity for the year ended December 31, 2013, in the “Shares issued” and “Stock swap merger” lines, and counterpart in “Investments”.  (c)Basis of presentation of Ambev S.A. financial statements before the Contribution of Shares on June 17, 2013 – Predecessor basis of accounting  Business combinations between entities under common control are not addressed by International Financial Reporting Standards (“IFRS”). Therefore, in accordance with IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors, paragraph 11, Management has considered the requirements and guidance of standards and interpretations for similar analogous situations.  IFRS 3 – Business Combinations is the standard applicable to business combinations; however it explicitly excludes business combinations between entities under common control from its scope, and therefore cannot be applied.  IAS 8, paragraphs 10 and 11, in the absence of guidance on the Conceptual Framework for Financial Reporting,indicates that Management may consider recent technical positions assumed


by other accounting standard-setting bodies that use a similar conceptual framework to the International Accounting Standards Board (“IASB”) to develop accounting pronouncements, or other accounting literature and generally accepted accounting practices, to the extent these do not conflict with the sources described in IAS 8, paragraph 11.


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The “predecessor basis of accounting” is an accounting alternative applied by generally accepted accounting practices in other countries including the United States and United Kingdom (“USGAAP” and “UKGAAP”), which allow the use predecessor basis of accounting in corporate restructurings and in other transactions between entities under common control.  Since ABI, the ultimate company of both Ambev S.A. and Old Ambev, held an interest in Old Ambev before and after the Contribution of Shares, Management elected the predecessor basis of accounting as the best accounting practice to represent the transaction.  The adoption of the predecessor basis of accounting, on a retrospective basis represents a change of accounting practice in accordance with IAS 8, paragraph 29. Therefore, its effects are being presented for all comparative periods presented.  The presentation of the accounting effects from the adoption of the Contribution of Shares in the periods prior to June 17, 2013 does not modify the corporate events through June 17, 2013. The accounting information up to this date is intended to provide financial statements users comparative information with historical accounting information as from June 17, 2013.  The accompanying Ambev S.A. financial statements have been prepared to reflect:  ·the historical results of operations and financial position of Old Ambev (consolidated) and Ambev S.A. on a consolidated basis, adjusted to eliminate intercompany balances, transactions and unrealized gains and losses;  ·the effects of the initial acquisition of Old Ambev by ABI, which represent the ABI’s accounting basis forits investment in Old Ambev; and  ·a non-controlling interest for the equity interest in Old Ambev not owned by ABI, which has been determined based on its proportionate share of identifiable net investment and net income.  The Contribution of Shares was a combination of entities under common control, and it is being recognized in a consistent basis with the amounts recognized by theultimate parent company or the highest level of common control where consolidated financial statements are prepared (ABI accounting basis). As such, the accompanying Ambev S.A. financial statements include certainpurchase accountingadjustments to reflect certain business combination adjustments recognized


by ABI, the ultimate parent company, upon its business acquisition of Old Ambev in 2004 and subsequent additional investments.


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Following these transactions, the accounting entries upon the adoption of the predecessor basis of accounting were as below:   2012

   2011Ambev's equity

   28,863.7

   25,761.1Contribution Shares

   61.88%

   61.88%Investment in subsidiary amount

   17,861.4

   15,941.4Inicial investment in subsidiary at acquisition cost

   (249.7)

   (249.7)Derecognition of adjustment to market value of the initial share, net of income tax

   (676.5)

   (496.8)Recognition of investment in subsidiary

   16,935.2

   15,194.9Recognized goodwill amount in ABI's consolidated financial statements

   6,674.5

   6,360.2Adjust as fair value of fixed assets recorded in the financial statements of the ABI, net of income tax

   619.6

   732.8Adjust ABI's base accounting

   7,294.1

   7,093.0Adjustment for adoption of the accounting practice of the previous cost

   24,229.3

   22,287.9Assigned in the Statement of Shareholders' Equity:Available for sale securities adjustment

   (676.5)

   (496.8)Reflection effects of other comprehensive income

   (2,941.1)

   -Accounting adjustments for transactions between shareholders

   27,846.9

   22,784.7
  The counterpart of the effects of the predecessor basis of accounting was recognized in Comprehensive Income. The effects of the corporate events were recognized in Capital and Reserves, with counterparts in Comprehensive Income, at the date of the Contribution of Shares.  The other reserves were also adjusted to reflect the corporate events which approved the Contribution of Shares. Thus, as from June 17, 2013, there is no difference between historical accounting information and predecessor accounting information.  The impact of the adjustments above in Ambev S.A.’s consolidated income statements are as follows:  2013

   2012

   2011Ambev's net income

   10,338.0

   10,385.6

   8,535.5Shareholding after the Contribution of Shares (i)

   100.00%

   61.88%

   61.88%Recognition of investment in subsidiary

   10,338.0

   6,426.8

   5,281.8Share of results of associates after the contribution

   (8,080.7)

   -

   -Increase in depreciation and amortization

   (68.5)

   (171.3)

   (207.5)Deferred income taxes on the above adjustments

   23.3

   58.2

   70.5Adjust ABI's base accounting

   (45.2)

   (113.1)

   (137.0)Predecessor basis of accounting adjustment

   2,212.1

   6,313.7

   5,144.8
  (i) The adjustment relates to the recognition of 61.88% of Old Ambev results from the year ended December 31, 2012 until the Contribution of Shares date in 2013, as mentioned on Note 1(c).


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(d)Stock Swap Merger accounting treatment:
  The EGM held on July 30, 2013, approved the Protocol and Justification of the Stock Swap Merger, approving the merger of all shares of Old Ambev by Ambev S.A., excluding those owned by the merging company, under the Protocol and Justification, calculated pursuant to their stock exchange trading price on April 26, 2013.  The stock swap merger generated two entries within shareholders' equity. Firstly, the Old Ambev non-controlling interests became shareholders of AmBev S.A. on April 26, 2013, increasing capital and capital reserves in the same amount of R$48,527.4.  Secondly, a debit was recorded in the Carrying value adjustments reserve in the amount of R$85,242.6. The net impact of these two adjustments was the elimination of the remaining non-controlling interest relating to Old Ambev of R$11,812.2.  (e)Major corporate events in 2013:  In continuity to the corporate restructuring mentioned on item (b) above, on May 10, 2013 the Fiscal Council approved the proposal of the Board of Directors and recommended that the corporate restructuring proposal be submitted for approval at the EGM.  On June 17, 2013, as a preliminary step to the corporate restructuring, the Contribution of Shares took place.  The EGM held on July 30, 2013, approved the following items with regards to the Stock Swap Merger:  (i) the Protocol and Justification, dated May 10, 2013, in connection with the Stock Swap Merger;  (ii) the Stock Swap Merger, in accordance with the Protocol and Justification, based on the economic value of the Old Ambev’ shares, calculated pursuant to their stock exchange trading price on April 26, 2013, it being noted that, as a result of the Stock Swap Merger, the Old Ambev’ shareholders received five Ambev S.A. Common shares for each Old Ambev Common or Preferred share exchanged, and holders of ADSs representing Common or Preferred shares of Old Ambev, received five Ambev S.A. ADSs for each Old Ambev ADS exchanged; and  (iii) the authorization for the subscription, by Management, of the shares to be issued by Ambev S.A. as a result of the Stock Swap Merger, as well as the execution of all other requirements necessary to implement the Stock Swap Merger.  On December 3, 2013, Ambev S.A., together with Old Ambev, and in addition to the information disclosed in the material fact on December 7, 2012, announced to the market the proposal, to be submitted to their respective shareholders, of merger, by Ambev S.A., of (i) Old


Ambev (“Merger I”); and (ii) Ambev Brasil Bebidas S.A. (“Merger II” and, together with Merger I, “Mergers”, respectively).


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The Mergers objective simplifying the corporate structure of the group, and reducing operational costs, thus providing benefits to the Company’s shareholders.  Ambev S.A. will continue to produceand sell beer, draft beer, concentrates, soft drinks, and other beverages, passing, however, after the Mergers, doing so also directly and not only through its subsidiaries. AmBev S.A.’s registration of public company in the Securities Exchange Commission (“SEC”) will be maintained.  2. STATEMENT OF COMPLIANCE  The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) that were effective as of December 31, 2013.  3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  The significant accounting policies applied in the preparation of these financial statement are described below. These policies have been consistently applied in all the periods reported.  (a)Basis of preparation and measurement  Thefinancial statements are presented in million of Brazilian Reais (R$), rounded to the nearest million indicated. Depending on the applicable IFRS requirement, the measurement basis used in preparing the financial statements is historical cost, net realizable value, fair value or recoverable amount. Whenever IFRS provides an option between cost of acquisition and another measurement basis (e.g., systematic re-measurement), the cost approach is applied.  (b)Summary of changes in accounting policies  IFRSs with effective application for annual periods beginning on January 1, 2013:  IAS 1 Presentation of Financial Statements:  Provides for the grouping of the items presented inCarrying value adjustmentson the basis of whether they are potentially reclassifiable to profit or loss subsequently.  IFRS 7 Financial Instruments: Disclosures:  Includes new disclosure requirements regarding offsetting of assets and liabilities.


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IFRS 10 Consolidated Financial Statements:  Provides a single consolidation model that identifies control as the basis for consolidation for all types of entities.  IFRS 11 Joint Arrangements:  Replaces the current proportionate consolidation method by the equity method on joint ventures.  In joint operations, the assets, liabilities, revenues and expenses related to the Company’s interests in joint operations are individually accounted for the financial statements.  IFRS 12 Disclosure of Interests in Other Entities:  Combines, enhances and replaces the disclosure requirements for subsidiaries, joint arrangements, associates and unconsolidated structured entities.  IFRS 13 Fair Value Measurement:  Does not establish new requirements for when fair value is required but provides a single source of guidance on how fair value is measured.  IAS 19 Employee Benefits (Revised 2011):  The amendments, due to the revision, that caused the most significant impacts in the Company’s financial statements include:  The profitability of plan assets is no longer calculated through the concept of expected returns on assets. Replace interest cost and expected return on plan asset with a net interest amount that is calculated using the discount rate used to the net defined benefit liability (asset).  Unvested past service costs is no longer deferred and recognized over the future vesting period. Instead, all past service costs are recognized when the Company recognizes related restructuring or termination costs.  IAS 19 (Revised 2011) is effective for annual periods beginning on January 1, 2013 and requires retrospective application. Accordingly, the amounts presented in the consolidated financial statements for the year ended December 31, 2012 are restated below in accordance with IAS 19 (Revised 2011), for comparison purposes.


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Similar to the 2012 version of IAS 19, IAS 19 (Revised 2011) does not specify where in profit of loss an entity should present the net interest on net defined benefit liabilities. As a consequence, the Company has determined that the net interest component would be presented as part of the Company’s net finance cost. This change in presentation is consistent with IAS 1, which permits entities to provide disaggregated information in the performance statements.  Had IAS 19 (Revised 2011) been adopted in 2012, the adjusted total pre-tax pension expense is R$139.5 (R$117.9 in 2011) higher than previously reported. The impact is mainly caused by the change in the calculation of returns on assets afore mentioned. Accordingly, if the Company had presented net interest on net defined benefit liabilities separately of its net finance cost, income from operations before special items would be lesser by R$57.5 (R$56.9 in 2011), and net finance costs would be higher by R$82.0 (R$60.5 in 2011).  The adjusted figures upon implementation of IAS 19 (Revised 2011) and the previously reported figures are demonstrated below: Consolidated Income StatementsFor the year ended December 31, 2012  and 2011(Expressed in millions of Brazilian Reais)   2012

   

   

   2011Restated

   Reported

   

   Restated

   ReportedNet sales

   32,231.0

   32,231.0

   

   27,126.7

   27,126.7Cost of sales

   (10,459.8)

   (10,461.6)

   

   (8,998.5)

   (8,999.6)Gross profit

   21,771.2

   21,769.4

   

   18,128.2

   18,127.1Sales and marketing expenses

   (7,350.9)

   (7,346.4)

   

   (6,254.1)

   (6,250.6)Administrative expenses

   (1,603.5)

   (1,548.9)

   

   (1,237.3)

   (1,182.8)Other operating income/(expenses)

   863.4

   863.4

   

   783.2

   783.2Income from operations before special items

   13,680.2

   13,737.5

   

   11,420.0

   11,476.9Restructuring

   (31.3)

   (31.3)

   

   (12.5)

   (12.5)Acquisition of subsidiary

   (15.8)

   (15.8)

   

   -

   -Proceeds from sale of fixed assets

   (3.3)

   (3.3)

   

   35.6

   35.6Income from operations

   13,629.8

   13,687.1

   

   11,443.1

   11,500.0Finance cost

   (1,556.4)

   (1,474.4)

   

   (1,480.5)

   (1,420.1)Finance income

   666.8

   666.8

   

   958.8

   958.8Net finance cost

   (889.6)

   (807.6)

   

   (521.7)

   (461.3)Share of results of associates

   0.5

   0.5

   

   0.5

   0.5Income before income tax

   12,740.7

   12,880.0

   

   10,921.9

   11,039.2Income tax expense

   (2,320.1)

   (2,337.1)

   

   (2,443.1)

   (2,455.1)Net income

   10,420.6

   10,542.9

   

   8,478.8

   8,584.1


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The counterparty of the income statement adjustment was recognized on “remeasurement of postemployment benefits” within “other comprehensive income”  There was no impact on Equity and Liabilities, other than for retained earnings.  Except for IAS 19 (R), the standards above did not have a significant impact on the Company’s consolidated financial statements upon initial application.  Other Standards, Interpretations and Amendments to Standards  The additional mandatory amendments with effective application for the financial year beginning on January 1, 2013 have not been listed because of either their non-applicability to or their immateriality to the Company.  (c)Consolidated financial statements  The financial statements of Ambev S.A subsidiaries, joint arrangements and associates used in its consolidated financial statements are prepared for the same reporting period as Ambev S.A., using consistent accounting policies.  All intercompany transactions, balances and unrealized gains and losses on transactions between group companies have been eliminated.  As described in Note 1, the Company adopted the predecessor basis of accounting to recognize its equity interest in Old Ambev, for all periods presented until June 17, 2013, the Contribution of Shares date.  Subsidiaries  The Company controls an entity when it is exposed to or has rights to variable returns due to its involvement with the organization and is able to affect those returns through its power over the entity. In assessing control, potential voting rights are taken into account. Control is presumed to exist where the Company owns, directly or indirectly, more than one half of the voting rights (which does not always equate to economic ownership), unless it can be demonstrated that such ownership does not constitute control.  Subsidiaries are totally consolidated as from the date in which control is transferred to the Company, except when the predecessor basis of accounting is applied (refer to Note 1(c)). Consolidation is interrupted as from the date control ceases.  Ambev S.A. uses the purchase method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the


liabilities incurred and the equity interest issued by Ambev S.A.. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration agreement, when applicable. Costs related to the acquisition are recognized in income, as incurred. Assets, liabilities and contingent liabilities acquired/assumed in a business combination are recognized initially at their fair values at the acquisition date. Ambev S.A. recognizes the non-controlling interest in the acquiree, either at fair value or at the non-controlling interest’s proportionate share of the net assets acquired. The measurement of non-controlling interest to be recognized is determined for each acquisition.


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The excess: (i) of the consideration paid; (ii) of the amount of any non-controlling interests in the acquiree (when applicable); and (iii) of the fair value, at acquisition date, of any previous equity interest in the acquiree, over the fair value of the net identifiable assets acquired, at the date of acquisition, is recorded as goodwill. When the consideration transferred is less than the fair value of net assets acquired, the difference is recognized directly in income.  Joint arrangements  Joint arrangements are all entities over which the Company shares control with one or more parties. Joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations of each investor.  Joint operations  Joint operations arise when the Company has rights to the assets and obligations to the liabilities of a joint arrangement.  The assets, liabilities, revenues and expenses related to the Company interests in joint operations are individually accounted for in its consolidated financial statements as from the moment joint operation commences until the date that joint operation ceases.  Associates and Joint ventures  Associates are those entities in which the Ambev S.A. has significant influence over the financial and operating policies but which it does not control. This is generally evidenced by ownership of between 20% and 50% of the voting rights.  A joint venture is an arrangement in which the Company has joint control, and the Company has rights to the net assets of the joint venture, rather than rights to its assets and obligations for its liabilities.  Associates and joint ventures are accounted for by the equity method of accounting, from the date that significant influence or joint control commences until the date that significant influence


or joint control ceases. When the Company’s share of losses exceeds the carrying amount of the associate or joint venture, the carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that Ambev S.A. has incurred legal or constructive obligations on behalf of the associate or joint venture.


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Unrealized gains arising from transactions with associates and joint ventures are eliminated to the extent of the Ambev S.A.’s interest in the entity. Unrealized losses are eliminated in the same manner as unrealized gains, however only to the extent that there is no indication of impairment.  Business combination between entities under common control  Business combinations between entities under common control have not been addressed by IFRS. IFRS 3 – Business Combinations is the pronouncement that shall be applied to business combinations, however it explicitly excludes business combinations between entities under common control from its scope.  Therefore, in accordance with IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors, Management has adopted an accounting practice which is consistent with USGAAP and UKGAAP, the predecessor basis of accounting.  Under thepredecessor basis of accounting, when accounting for a transfer of assets or a swap of shares between entities under common control, the entity who receives the net assets or the equity interests shall initially record the assets and liabilities transferred at their book value at the transfer date. If the book values of assets and liabilities transferred are different from the historical cost of the controlling entity of the entities under common control, the financial statements of the acquirer shall reflect the assets and liabilities transferred at cost of the controlling entity of the entities under common control.  (d)Foreign currency translation  Functional and presentation currency  The items included in the financial statements of each subsidiary of the Company are measured using the currency of the primary economic environment in which the entity operates (“functional currency”).  The functional and presentation currency of the Company financial statements is the Brazilian Real. On January 1, 2013, there were prospective changes in the functional currency of certain non-significant malting operation in accordance with paragraph 35 of IAS 21 – The Effects of Changes in Foreign Exchange Rates.


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Transactions and balances  Foreign currency transactions are accounted for at exchange rates prevailing at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the balance sheet date rate. Non-monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rate prevailing at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated at exchange rates ruling at the dates the fair value was determined. Gains and losses arising from the settlement of transactions in foreign currencies and resulting from the conversion of assets and liabilities denominated in foreign currencies are recognized in the income statement.  The foreign exchange gains and losses related to loans and cash and cash equivalents are presented in the income statement as finance cost or finance income.  The foreign exchange effects on non-monetary financial assets and liabilities are recognized in the income statement as part of the fair value gain or loss. The exchange rate effects on non-monetary financial assets such as investments in shares which are classified as available for sale are included in equity.  Conversion of the financial statements of subsidiaries located abroad  Assets and liabilities of subsidiaries located abroad are translated at foreign exchange rates prevailing at the balance sheet date, while amounts from income statement and cash flows are translated at average exchange rates for the period and the changes in equity are translated at historical exchange rates of each transaction.The translation adjustments arising from the difference between the average exchange rates and the historical rates are recorded directly in Carrying value adjustments.  On consolidation, exchange differences arising from translation of equity in foreign operations and borrowings and other currency instruments designated as net investment hedges are recognized in Carrying value adjustments, an equity reserve, and included in Other comprehensive income.  The goodwill and fair value adjustments arising from the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.


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Exchange rates  The most significant exchange rates used in the preparation of the Company’s financial statements are as follows:  Closing rate

   

   Average rateCurrency

   Name

   Country

   2013

   2012

   2011

   

   2013

   2012

   2011CAD

   Canadian Dollars

   Canada

   2.2021

   2.0524

   1.8366

   

   2.0945

   1.9461

   1.6914DOP

   Dominican Pesos

   Dominican republic

   0.0551

   0.0512

   0.0483

   

   0.0517

   0.0497

   0.0437USD

   US Dollar

   Ecuador, Denmark, Luxembourg and Argentina and Uruguay malt operations

   2.3426

   2.0435

   1.8758

   

   2.1574

   1.9476

   1.6602GTQ

   Quetzal

   Guatemala

   0.2998

   0.2586

   0.2396

   

   0.2744

   0.2488

   0.2132PEN

   Novo Sol

   Peru

   0.8360

   0.8007

   0.6945

   

   0.8002

   0.7372

   0.6019ARS

   Argentinean Peso

   Argentina

   0.3594

   0.4156

   0.4359

   

   0.3961

   0.4286

   0.4025BOB

   Bolivian Peso

   Bolivia

   0.3366

   0.2936

   0.2695

   

   0.3100

   0.2798

   0.2375PYG

   Guarani

   Paraguai

   0.0005

   0.0005

   0.0004

   

   0.0005

   0.0004

   0.0004UYU

   Uruguayan Peso

   Uruguay

   0.1093

   0.1053

   0.0942

   

   0.1052

   0.0963

   0.0856CLP

   Chilean Peso

   Chile

   0.0045

   0.0043

   0.0036

   

   0.0044

   0.0040

   0.0034
  (e)Segment reporting  Reportable segments are identified based on internal reports regularly reviewed by the chief operating decision maker of the Company for purposes of evaluating the performance of each segment and allocating resources to those segments. Accordingly, segment information is presented on geographical areas, since the risks and rates of return are affected predominantly by the fact that the Company operates in different regions. The Company’s management structure and the information reported to the chief decision are structured the same way.  The performance information by business units (Beer and carbonated soft drinks (“CSD”)), is also used by the decision maker for the Company and is presented as additional information, even though it does not qualify as a reportable segment. Internally, the Company’s management uses performance indicators, such as normalized earnings before interest and taxes (normalized EBIT) and normalized earnings before interest, taxes, depreciation and amortization (normalized EBITDA) as measures of segment performance to make decisions about resource allocation and performance analysis. These indicators are reconciled to the profit of the segment in the tables on Note 5.  The Company operates its business through three zones identified as reportable segments:  ▪ Latin America North, which includes our operations (a) in Brazil, where we operate two business sub units: (i) beer and (ii) CSD; and (b) in Hispanic Latin America Operations, excluding Latin America South (“HILA-ex”), which includes our operations in the Dominican Republic(which also serves the islands of the Caribbean: Saint Vincent, Dominica and Antigua)and Guatemala (which also serves El Salvador and Nicaragua), and (c) Ambev Luxembourg;


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▪Latin America South, which includes our operations in Argentina, Bolivia, Paraguay, Uruguay, Chile, Ecuador (i) and Peru (i); and  ▪Canada, represented by Labatt’s operations, which includes domestic sales in Canada.  (i) As from January 1, 2013, the Company transferred management responsibility for Ecuador and Peru to the Latin America South Zone. These countries were previously reported within the Latin America North Zone. The 2012 and 2011 Latin America South and Latin America North information have been adjusted for comparative purposes.   (f)Revenue recognition  The Company recognizes revenue when the amount of revenue can be measured reliably and it is probable that economic benefits associated with the transaction will flow to the Company.  Revenue comprises the fair value of the amount received or receivable upon selling products or rendering services in the ordinary course of business. Revenue is presented net of taxes, returns, rebates and discounts, as well as net of elimination of sales between group companies.  Goods sold  In relation to the sale of goods, revenue is recognized when the significant risks and rewards of ownership have been transferred to the buyer, and no significant uncertainties remain regarding recovery of the consideration due, the costs associated with the possible return of the products, and when there is no continuing management involvement with the goods. Revenue from the sale of goods is measured at the fair value of the consideration (price) received or receivable, net of returns, commercial deductions and discounts.  As part of its commercial policy, the Company provides unconditional discounts to its customers, which are recorded as sales deductions.  Rental and royalty revenue  Rental revenue is recognized under “Other operating income” on a straight-line basis over the term of the lease. Royalties arising from the use by companies that are not part of the group, of the Company’s resources are also recognized in “Other operating income”, on an accrual basis.  Investment subsidy and government grants  The Company has benefits from Brazilian state tax incentive programs to promote industrial development including the deferral of payment of taxes or partial reductions of the tax payable. These State programs are to promote long-term increases in employment, industrial decentralization, as well as complement and diversify the industrial states.


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In the case of these States, the tax reductions and other terms are foreseen in tax law. When conditions to obtain these grants exist, they are under the Company's control. The benefits for the reduction in the payment of such taxes are recorded in the income statement, on an accrual basis.  Finance income  Finance income consists of interest received or receivable on funds invested, dividends received, foreign exchange gains, gains on currency hedging instruments offsetting currency losses, gains on hedging instruments that are not part of a hedge accounting relationship, gains on financial assets classified as held for trading, as well as any gains from hedge ineffectiveness.  Interest income is recognized on an accrual basis unless collectability is in doubt.  (g)Expenses  Royalty expenses  Royalties paid are recognized as cost of goods sold.  Finance costs  Finance costs comprise interest payable on borrowings, calculated using the effective interest rate method, foreign exchange losses, losses on currency hedging instruments offsetting currency gains, results on interest rate hedging instruments, losses on hedging instruments that are not part of a hedge accounting relationship, losses on financial assets classified as held for trading, impairment losses on financial assets classified as available for sale, as well as any losses from hedge ineffectiveness.  All interest costs incurred in connection with borrowings or financial transactions are expensed as incurred as part of finance costs, except when capitalized. Any difference between the initial amount and the maturity amount of interest bearing loans and borrowings, such as transaction costs and fair value adjustments, are recognized in the income statement over the expected life of the instrument on an effective interest rate method. The interest expense component of finance lease payments is also recognized in the income statement using the effective interest rate method.


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Research and development, advertising and promotional costs and systems development costs  Research, advertising and promotional costs are expensed in the year in which these costs are incurred. Systems development costs are expensed in the year in which these costs are incurred, if they do not meet the criteria for capitalization.  (h)Special items  Special items are those that in Management’s judgment need to be disclosed separately by virtue of their size or incidence. In determining whether an event or transaction is special, Management considers quantitative as well as qualitative factors such as the frequency or predictability of occurrence, and the potential of impact on the variation of profit or loss. These items are disclosed in the income statement or separately disclosed in the notes to the financial statements. Transactions that may give rise to special items are principally restructuring activities, acquisition of subsidiaries, impairment losses, and gains or losses on disposal of assets and investments.  (i)Income tax and social contribution  Income tax and social contribution for the year comprises current tax and deferred tax. Income tax and social contribution are recognized in the income statement, unless they relate to items recognized directly in comprehensive income or other equity accounts. In these cases the tax effect is also recognized directly in comprehensive income or equity account (except interest on shareholder’s equity. See Note 3 (q)). Interest on shareholder’s equity is expensed to the income statement for Income Tax and Social Contribution calculation, when declared, and is then reclassified to equity for purposes of presentation of the financial statements.  The current tax expense is the expectation of payment on the taxable income for the year, using tax rates enacted, or substantially enacted, at the balance sheet date, and any adjustment to tax payable in respect of previous years.  The deferred taxes are recognized using the balance sheet method. This means that a deferred tax liability or asset is recognized for all taxable and tax deductible temporary differences between the tax and accounting basis of assets and liabilities. Under this method, a provision for deferred taxes is also calculated on the differences between the fair value of assets and liabilities acquired in a business combination and their tax basis. IAS 12 – Income Taxes prescribes that no deferred tax liability on goodwill recognition, and no deferred tax asset/liability is recorded: (i) at the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss; and (ii) on differences related to investments in subsidiaries to the extent that they are not reversed in the foreseeable future. The amount of deferred tax provided is based on the expectation of the


realization or settlement of the temporary difference, using currently or substantially enacted tax rates.


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Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously.  The deferred tax asset is recognized only to the extent that it is likely that future taxable profits will be available. The deferred income tax asset is reduced to the extent that it is no longer probable that the future taxable benefit will occur.  (j)Property, plant and equipment  Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. The cost includes the purchase price, borrowing cost incurred during the construction period and any other costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management (e.g. nonrefundable tax, transport and the costs of dismantling and removal and site restoration, if applicable). The cost of a self-constructed asset is determined using the same principles as for an acquired asset. The depreciation methods, residual value, as well as the useful lives are reassessed and adjusted if appropriate, annually.  Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the cost of such assets.  Subsequent expenditures  The Company recognizes in the carrying amount of an item of property, plant and equipment the cost of replacing a component of such an item if it is probable that the future economic benefits embodied with the item will flow to the Company and the cost of the item can be measured reliably. All other costs are expensed as incurred.  Depreciation  The depreciable amount is the cost of an asset less its residual value. Residual values, if not insignificant, are reassessed annually. Depreciation is calculated from the date the asset is available for use, using the straight-line method over the estimated useful lives of the assets.


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The estimated useful lives of major property, plant and equipment classes as follows:
 Buildings

   25 yearsPlant and equipment

   15 yearsFixtures

   10 yearsFittings

   10 yearsExternal use assets

   2 - 5 years
  The assets residual values and useful lives are regularly reviewed. Management uses judgment to assess and ascertain the useful lives of these assets.  Land is not depreciated since it is deemed to have an indefinite life.  Gains and losses on sale  Gains and losses on sales are determined by comparing the results with the carrying amount and are recognized in Other operating income/(expenses) in the income statement.  Property, plant and equipment, and depreciation include the effects of the predecessor basis of accounting as described in Note 1.  (k)Goodwill  Goodwill arises on the acquisition of subsidiaries, associates and joint arrangements.  Goodwill is determined as the excess (i) of the consideration paid; (ii)  of the amount of any non-controlling interests in the acquiree (when applicable); and (iii) of the fair value, at acquisition date, of any previous equity interest in the acquiree, over the fair value of the net identifiable assets acquired at the date of acquisition. All business combinations are accounted for by applying the purchase method.  In conformity with IFRS 3Business Combinations, goodwill is carried at cost and is not amortized, but tested for impairment at least annually, or whenever there are indications that the cash generating unit to which the goodwill has been allocated may be impaired. Impairment losses recognized on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.  Goodwill is expressed in the functional currency of the subsidiary or joint operation to which it relates and translated toReaisusing the year-end exchange rate.  Regarding associates and joint ventures, goodwill is included in the carrying amount of the investment in the associate/joint venture.


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If the Company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognized exceeds the cost of the business combination such excess is recognized immediately in the income statement.  Expenditure on internally generated goodwill is expensed as incurred.  Goodwill includes the effects of the predecessor basis of accounting as described in Note 1.  (l)Intangible assets  Research and development  Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in the income statement as an expense as incurred.  Expenditure on development activities, whereby research findings are applied to a plan or design for the production of new or substantially improved products and processes, is capitalized if the product or process is technically and commercially feasible, future economic benefits are probable and the Company has sufficient resources to complete development. The expenditure capitalized includes the cost of materials and direct labor. Other development expenditure is recognized in the income statement as an expense as incurred. Capitalized development expenditure is stated at cost less accumulated amortization and impairment losses.  Amortization related to development intangible assets is included within the cost of sales if production related and in sales and marketing if related to commercial activities.  Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the cost of such assets.  Supply and distribution rights  A supply right is the right for the Company to supply a customer and the commitment by the customer to purchase from the Company. A distribution right is the right to sell specified products in a certain territory.  Acquired customer relationships in a business combination are initially recognized at fair value as supply rights to the extent that they arise from contractual rights. If the IFRS recognition criteria are not met, these relationships are subsumed under goodwill.  Acquired distribution rights are measured initially at cost or fair value when obtained through a business combination.


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Amortization related to supply and distribution rights is included within sales and marketing expenses.  Brands  When part of the consideration paid in a business combination is related to brands, these are recognized in a specific Intangible Assets account and measured at fair value at the acquisition date. Subsequently, the value of brands can be reduced in case of impairment losses.Internally generated expenditures for developing a brand are recognized as expenses.  Software  Purchased software is measured at cost less accumulated amortization. Expenditure on internally developed software is capitalized when the expenditure qualifies as development activities; otherwise, it is recognized in the income statement when incurred.  Amortization related to software is included in cost of sales, distribution expenses, sales and marketing expenses or administrative expenses based on the activity the software supports.  Other intangible assets  Other intangible assets, acquired by the Company, are stated at acquisition cost less accumulated amortization and impairment losses.  Other intangible assets also include multi-year sponsorship rights acquired by the Company. These are initially recognized at the present value of the future payments and subsequently measured at cost less accumulated amortization and impairment losses.  Amortization  Intangible assets with finite useful lives are amortized based on the straight-line method over their estimated useful lives. Licenses, supply and distribution rights are amortized over the period in which the rights exist. Brands are considered to have an indefinite life and, therefore, are not amortized. Software and capitalized development cost related to technology are amortized over 3 to 5 years.  Items that are not amortized are tested for impairment on an annual basis.


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(m)Inventories  Inventories are valued at the lower of cost and net realizable value. Cost includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. The weighted average method is used in assigning the cost of inventories.  The cost of finished products and work in progress comprises raw materials, other production materials, direct labor, other direct costs, gains and losses with derivative financial instruments, and an allocation of fixed and variable overhead based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business, less the cost for bringing inventories to sales conditions and selling costs.  Inventories are written down on a case-by-case basis if the anticipated net realizable value declines below the carrying amount of the inventories. The calculation of the net realizable value takes into consideration specific characteristics of each inventory category, such as expiration date, remaining shelf life, slow-moving indicators, amongst others.  (n)Trade and other receivables  Trade and other receivables are carried at amortized cost less an allowance for impairment losses. An estimate is made for doubtful receivables based on a review of all outstanding amounts at the balance sheet date. An allowance for impairment of trade and other receivables is established if the collection of a receivable becomes doubtful, what means, when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables. An allowance for impairment loss is recorded for an amount considered sufficient by management to cover probable losses upon the realization of receivables. The amount of the allowance is the difference between the asset’s carrying amount and the present value of the estimated future cash flows. The allowance for impairment loss is recognized in the income statement, as are subsequent recoveries of previous impairments. Historically,nosignificant losses in trade receivables have been experienced.  (o)Cash and cash equivalents  Cash and cash equivalents include all cash balances, bank deposits, and short-term highly liquid investments with a maturity up to three months with insignificant risk of changes in value,andreadily convertible into cash.They are stated at face value, which approximates their fair value.  For the purpose of the cash flow statement, cash and cash equivalents are presented net of bank overdrafts, when applicable.


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(p)Assets held for sale  The Company classifies an asset as held for sale if its residual value will be recovered principally through a sale transaction rather than through continuing use. Immediately after classification as held for sale, these assets are measured based on the lower between the carrying amount and the fair value less cost to sell. Impairment losses on initial classification as held for sale are included in the income statement. The same applies to gains and losses on subsequent re-measurement until the limit of the original carrying amount.  Assets classified as held for sale are not depreciated or amortized.  (q)Equity  Issued capital  The Company's issued capital consists only of common shares.  Repurchase of shares  When the Company buys back its own shares, the amount paid, including any additional costs directly attributable is recognized as a deduction from equity attributable to shareholders, in “Treasury shares” line item.  Share issuance costs  Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.  Dividends and Interest on shareholder’s equity  Dividends and interest on shareholder’s equity are recorded in liabilities in the period in which they are declared, except the unpaid portion relating to the statutory mandatory dividend which is recorded at the end of each fiscal year, in accordance with applicable law.  Brazilian companies are permitted to pay limited amounts of interest attributable to capital to shareholders and treat such payments as an expense for Brazilian income and social contribution tax purposes. This notional interest distribution is treated for accounting purposes as a deduction from shareholders' equity in a manner similar to a dividend. The benefit from the tax deductible interest on shareholders equity is recognized in income.


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Goodwill reserve  The Company records the benefit arising from the tax deductible amortization of goodwill, in a special equity reserve, and therefore as an equity instrument pursuant to IAS 32, since there is no commitment and / or obligation of the controlling shareholders to subscribe shares.  This presentation is consistent with Brazilian Securities Commission (“CVM”) Instruction No. 319/99. Under the Memorandum of Justification of July 7, 2005, upon realizing the tax benefit arising from the tax deductible amortization of goodwill, the Company issues to the controlling shareholders, AmBrew and IIBV, shares representing 70% of the benefit and the remaining 30% is allocated to the benefit of all other shareholders.  (r)Interest-bearing loans and borrowings  Interest-bearing loans and borrowings are recognized initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing loans and borrowings are stated at amortized cost with any difference between the initial and maturity amount being recognized in the income statement over the expected life of theinstrument on an effective interest rate basis. The Company has interest-bearing loans and borrowings covered by a hedge structure (Note 22).  Borrowing costs directly related to the acquisition, construction or production of a qualifying asset, that requires a substantial period of time to get ready for its intended use or sale, are capitalized as part of the cost of that asset when it is probable that future economic benefits associated with the item will flow to the Company and costs can be measured reliably. The other borrowing costs are recognized as finance costs in the period in which they are incurred.  (s)Employee benefits  Post-employment benefits  Post-employment benefits include pensions managed in Brazil by Instituto Ambev de Previdência Privada – IAPP, post-employment dental benefits and post-employment medical benefits managed by Fundação Zerrenner. Usually, pension plans are funded by payments made by both the Company and its employees, taking into account the recommendations of independent actuaries. Post-employment dental benefits and post-employment medical benefits are maintained by the return on Fundação Zerrenner’s plan assets. If necessary, the Company may contribute some of its profit to the Fundação Zerrenner.  The Company manages defined benefit and defined contribution plans for employees of its companies located in Brazil and in its subsidiaries located in Dominican Republic, Argentina, Bolivia and Canada.


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The Company maintains funded and unfunded plans.  s.1) Defined contribution plans  A defined contribution plan is a pension plan under which the Company pays fixed contributions into a fund. The Company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees for the benefits relating to employee service in the current and prior periods.  The contributions of these plans are recognized as expense in the period they are incurred.  s.2) Defined benefit plans  Typically, defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.  For defined benefit plans, expenses are assessed separately for each plan using the projected credit unit method. The projected credit unit method takes into account each period of service as giving rise to an additional unit of benefit to measure each unit separately. Under this method, the cost of providing pensions is charged to the income statement during the period of service of the employee. The amounts charged to the income statement consist of current service cost, interest cost, past service costs and the effect of any settlements and curtailments. The obligations of the plan recognized in the balance sheet are measured at the present value of the estimated future cash outflows using a discount rate equivalent to the government ́s bond rates with maturity terms similar to those of the obligation and the fair value of the plan assets.  Past service costs result from the introduction of a new plan or changes to an existing plan. They are recognized immediately in the income statement, at the earlier of when: (i) the settlements / curtailments occurs, or (ii) the Company recognizes related restructuring or termination costs, unless those changes are conditioned to the employee’s continued employment, for a specific period of time (the period in which the right is acquired). In such case, the past services costs are amortized using the straight-line method during the period in which the right was acquired.  Actuarial gains and losses consist of the effects of differences between the previous actuarial assumptions and what has actually occurred, and the effects of changes in actuarial assumptions. Actuarial gains and losses are fully recognized in Carrying value adjustments.  Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling and the return on plan assets, both excluding net interest, are recognized in full in the period in which


they occur in the statement of comprehensive income. Re-measurements are not reclassified to profit or loss in subsequent periods.


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When the amount of the defined benefit obligation is negative (an asset), the Company recognizes those assets (prepaid expenses), to the extent of the value of the economic benefit available to the Company either from refunds or reductions in future contributions.  Other post-employment obligations  The Company and its subsidiaries provide post-employment medical benefits, reimbursement of certain medication expenses and other benefits to certain retirees through Fundação Zerrenner. These benefits are not granted to new retirees. The expected costs of these benefits are recognized over the period of employment, using an accounting methodology similar to that for defined benefit plans, including actuarial gains and losses.  Termination benefits  Termination benefits are recognized as an expense at the earlier of: (i) when the Company is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to terminate employment before the normal retirement date, and (ii) when the Company recognizes costs for a restructuring. Termination benefits for voluntary redundancies are recognized if the Company has made an offer encouraging voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably.  Bonuses  Bonuses granted to employees and managers are based on pre-defined company and individual target achievement. The estimated amount of the bonus is recognized as an expense in the period the bonus is earned. The bonus that is settled in shares are accounted for as share-based payments.  (t)Share-based payments  Different share and share option programs allow management and other members appointed by the Board of Directors to acquire shares of the Company. The Company adopted IFRS 2Share-based Paymentfor all award programs granted after November 7, 2002 that had not vested by January 1, 2007. The fair value of the share options is estimated at grant date, using an option pricing model that is most appropriate for the respective option. Based on the expected number of options that will be exercised, the fair value of the options granted is recognized as an expense over the vesting period with a credit to equity. When the options are exercised, equity is increased by the amount of the proceeds received.


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(u)Trade and other payables  Trade and other payables are recognizedinitially at fair value and subsequently at amortized cost using the effective interest method.  (v)Provisions  Provisions are recognized when: (i) the Company has a present obligation (legal or constructive) as a result of past events; (ii) it is likely that a future disbursement will be required to settle the current obligation; and (iii) a reliable estimate of the amount of the obligation can be made.  Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. The increase accruals are recognized as finance expense.  Restructuring  A provision for restructuring is recognized when the Company has approved a detailed restructuring plan, and the restructuring has either commenced or has been announced. Costs relating to the ongoing and future activities of the Company are not provided for, but recognized when expenses are incurred.. The provision includes the benefit commitments in connection with early retirement and redundancy schemes.  Onerous contracts  A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract. Such provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract.  Disputes and Litigations  A provision for disputes and litigation is recognized when it is more likely than not that the Company will be required to make future payments as a result of past events. Such items may include but are not limited to, several claims, suits and actions filed by or against the Company relating to antitrust laws, violations of distribution and license agreements, environmental matters, employment-related disputes, claims from tax authorities, and other litigation matters.


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(w)Financial assets  w.i) Classification  The Company classifies its financial assets in the following categories: (1) at fair value through profit or loss, (2) loans and receivables, (3) held to maturity  and (4) available for sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.  w.i.1) Financial assets at fair value through profit or loss  Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of being sold in the short term. Derivatives are also categorized as held for trading unless they are designated as hedges.  In general, financial assets of this category are classified as short-term investments securities, on current assets. Investments with maturities beyond one year may be classified as short-term based on Management's intent and ability to withdraw them within less than one year, as well as, considering their highly liquid nature and the fact that they represent cash available to fund current operations.  Investments in debt securities are classified in this category.  w.i.2) Loans and receivables  Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period (these are classified as non-current assets).  w.i.3) Investments held to maturity  Investments held to maturity are financial assets acquired with the intention and financial ability to hold them in the portfolio until maturity.  w.i.4) Available-for-sale financial assets  Available-for-sale financial assets are non-derivative financial assetsnot classified in any of the categories above.Available-for-sale financial assets are classified as non-current assets, unless


Management intends to dispose of the investment within 12 months of the end of the reporting period.


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Investments in debt and equity securities are classified in this category. Equity instruments are undertakings in which the Company does not have significant influence or control. This is generally evidenced by ownership of less than 20% of the voting rights.  w.ii) Recognition and measurement  Purchases and sales of financial assets are recognized on the trade date - the date on which the Company undertakes to buy or sell the asset.  Financial assets are realized when the rights to receive cash flows from investments have expired or have been transferred, in this case, when the Company has transferred substantially all risks and benefits of ownership.  w.ii.1) Financial assets at fair value through profit or loss  Financial assets at fair value through profit and loss are initially recognized at fair value and transaction costs are charged to the income statement. Subsequently, they are carried at fair value. Gains or losses arising from changes in the fair value of financial assets at fair value through profit or loss are presented in the income statement in the period in which they arise.  w.ii.2) Loans and receivables  Loans and receivables are carried at amortized cost using the effective interest rate.  w.ii.3) Investments held to maturity  Investments held to maturity are initially recognized at fair value plus any directly attributable transaction costs. After initial recognition, investments held to maturity are measured at amortized cost using the effective interest method, reduced by any on loss impairment.  w.ii.4) Available-for-sale financial assets  Available-for-sale financial assets are initially measured at fair value. Interest and inflation monetary adjustments are recognized in income. Subsequently, available-for-sale financial assets are measured at fair value, with changes in fair value recognized in other comprehensive income, and interests (measured using the effective interest rate method), recognized in income statement.


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When available-for-sale financial assets are settled or become impaired, the accumulated fair value adjustments recognized in other comprehensive income are included in the income statement.  The fair values​​ofinvestments with public quotationsare based on current bid prices. If the market for a financial asset (and for unlisted securities on the stock exchange) is not active, the Company establishes fair value by using valuation techniques. These techniques include the use of recent transactions with third parties, reference to other instruments that are substantially similar, analysis of discounted cash flows and option pricing models making maximum use of information from the market and with the least possible information generated by the Company's management.  w.iii) Impairment of financial assets  Management assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. If any such indication exists, the asset’s recoverable amount is estimated. A financial asset or a group of financial assets is impaired and an impairment loss is recorded only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (“loss event”) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.  The amount of any impairment loss is measured as the difference between the asset's carrying amount and its recoverable amount.  The recoverable amount is calculated as follows:  ·on non-quoted securities: present value of expected future cash flows (excluding future credit losses that have not been incurred), discounted at the securities’ original effective interest rate ·on quoted securities: their fair value; ·other assets: the higher of their fair value less costs to sell and their value in use, which correspond to the estimated future cash flows discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. When the recoverable amount is less than the carrying amount, the carrying amount of the asset is reduced and the amount of the loss is recognized in the statement of income. If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.  If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized (such as an improvement in the debtor's credit rating), the reversal of the previously recorded loss is


recognized in the statement of income. Impairment losses related to available-for-sale assets cannot be reversed.


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w.iv) Offsetting of financial instruments  Financial assets and liabilities are offset and the net amount presented in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.  (x)Derivative financial instruments  The Company uses derivative financial instruments in order to mitigate against risks related to foreign currency, interest rates and commodity prices. Derivative instruments that, although contracted for hedging purposes, do not meet all hedge accounting criteria are recognized at fair value in the income statement.  Derivative financial instruments are recognized initially at fair value. Fair value is the amount an asset could be realized and a liability settled, between knowledgeable parties, in an arm’s length transaction. The fair value of derivative financial instruments may be obtained from quoted market prices or from pricing models that take into account current market rates, and also credit risk quality of the counterpart.  Subsequent to initial recognition, derivative financial instruments are re-measured to their fair value at the balance sheet date. Changes in fair value of derivative instruments are recognized in the income statement, except when they are cash flow or net investment instruments, when any gain or loss is recognized directly in other comprehensive income.  Cash flow, net investment or fair value hedge accounting is applied to all hedges that qualify for hedge accounting under IAS 39 – Financial Instruments: Recognition and Measurement requirements, such as the required hedge documentation, including hedge effectiveness tests.  Cash flow hedge accounting  When a derivative financial instrument hedges the variability in cash flows of a recognized asset or liability, the foreign currency risk and the fluctuation of commodity prices associated with a highly probable forecasted transaction, the effective part of any resulting gain or loss on the derivative financial instrument is recognized directly in other comprehensive income (cash flow hedging reserve). The ineffective part of any resulting gain or loss is recognized in the income statement.  When a hedging instrument or hedge relationship is terminated but the hedged transaction is still expected to occur, the cumulative gain or loss (at that point) remains in other comprehensive


income and is reclassified in accordance with the above policy when the hedged transaction occurs. If the hedged transaction is no longer probable, the cumulative gain or loss recognized in other comprehensive income is recycled into the income statement immediately.


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Fair value hedge accounting  When a derivative financial instrument hedges the variability in fair value of a recognized asset or liability or a firm commitment, any resulting gain or loss on the hedging instrument is recognized in the income statement. The hedged item is also stated at fair value in respect of the risk being hedged, with any gain or loss being recognized in the income statement. The Company does not apply the fair value hedge accounting when the hedge item expires, was sold or exercised.  Net investment hedge accounting  When a derivative financial instrument hedges the net investment in foreign operations, the effective part of any resulting gain or loss on the derivative financial instrument is recognized directly in other comprehensive income (translation reserve) , while any gains or losses relating to the ineffective portion are recognized in the income statement  On disposal of a foreign operation, the cumulative gains or losses recognized directly in other comprehensive income is transferred to the income statement.


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Derivative financial instruments at fair value through profit or loss  Certain derivative financial instruments do not qualify for hedge accounting purposes. Changes in fair value of such derivatives financial instruments are immediately recognized in income statement.  (y)Impairment of non-financial assets  The carrying amounts of non-financial assets, such as property, plant and equipment, goodwill and intangible assets are reviewed at each closing to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated.  Goodwill, intangible assets that are not yet available for use and intangibles with an indefinite life are tested for impairment at least annually at the business unit level (which is one level below the reportable segment) or whenever there is any indication of impairment.  An impairment loss is recognized whenever the carrying amount of an asset or the related cash-generating unit exceeds its recoverable amount. Impairment losses are recognized in the income statement.  Intangible assets with an indefinite useful life are tested on a fair value approach applying multiples that reflect current market transactions to indicators that drive the profitability of the asset or the royalty stream that could be obtained from licensing the intangible asset to another party in an arm’s length transaction.  The recoverable amount of other assets is determined as the higher of their fair value less costs to sell and value in use. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. The recoverable amount of the cash-generating units to which the goodwill and the intangible assets with indefinite useful life belong is based on a discounted free cash flow approach, using a discount rate that reflects current valuation models of the time value of money and the risks specific to the asset. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.  In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate before taxes that reflects current market assessments of the time value of money and the risks specific to the asset.  Non-financial assets other than goodwill are reviewed for possible reversal of the impairment at the date of presentation. Impairment losses are reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.


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(z)Accounting for operating and finance leases  Leases of property, plant and equipment where the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are recognized as assets and liabilities (interest-bearing loans and borrowings) at amounts equal to the lower of the fair value of the leased property and the present value of the minimum lease payments at inception of the lease. Depreciation and impairment testing for depreciable leased assets is the same as for depreciable assets that are owned by the Company.  Lease payments are apportioned between the outstanding liability and finance charges so as to achieve a constant periodic rate of interest on the remaining balance of the liability.  Leases of assets under which all the risks and rewards of ownership are substantially retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the income statement on a straight-line basis over the term of the lease.  When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognized as an expense in the period in which termination takes place.  (aa)Present value of assets and liabilities  Monetary long term assets and liabilities are usually inflation-indexed, and thus adjusted to present value. The present value adjustment of monetary, short-term assets and liabilities is only calculated and recorded if the adjustment is considered significant to the financial statements taken as a whole.For purposes of recording and determining their relevance, the present value adjustment is calculated taking into account the contractual cash flows and interest rates applicable to the related assets and liabilities.  ICMS (Brazilian State value added tax) loans obtained in the context described in Note 3 (f) are recorded at present value since these are considered subsidized loans.The Company determined itsaverage funding costs in the debt market as the appropriate discount rate for calculating the present value adjustment in this type of transaction. Upon funding, the present value adjustment related to the consideration is calculated and recorded in Other operating income, following the treatment for subsidies. Management reviews the discount rate used annually for new subsidized loans, by considering the prospective application of the weighted average rates prevailing at the moment. Monthly, taking into account the value of the consideration, the period to maturity, the financing contract interest rate and the above mentioned discount rate, the reduction in present value


adjustment is allocated to financial income, so as to bring the balance to zero by the time of settlement of each consideration.


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(bb)Recently issued IFRS  New IFRS requirements to be applicable in the future have been summarized hereafter. For the year ended December 31, 2013, they have not been applied in advance in preparing these financial statements.  IFRIC 21 Levies  The interpretation clarifies when an entity should recognize a liability to pay a levy in accordance with the legislation. The recognition of the obligation is applicable only after the obligating event takes place. The standard is applicable as from January 1, 2014.  IFRS 9 Financial Instruments:  IFRS 9 is the standard issued as part of a wider project to replace IAS 39. IFRS 9 retains but simplifies the mixed measurement model and established two primary measurement categories for financial assets: amortized cost and fair value. The basis of classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset. IFRS 9 also introduces a new hedge accounting model, together with corresponding disclosures about risk management for those companies applying hedge accounting. Because the impairment phase of the IFRS 9 project has not yet been completed, the IASB decided that the mandatory effective date should be decided upon when the entire IFRS 9 project is closer to completion.  4. USE OF ESTIMATES AND JUDGMENTS  The preparation of financial statements in conformity with IFRS requires Management to make judgments, estimates and assumptions that affect the application of accounting policies 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. 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 policies reflect the most critical judgments,


estimates and assumptions that are important to its business operations and the understanding of its results:


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(i) predecessor basis of accounting (Note 1 (c)); (ii) business combinations (Note 3 (c), and (k)); (iii) impairment (Note 3 (w.iii) and (y)); (iv) provisions (Note 3 (v)); (v) share-based payments (Note 3 (t)); (vi) employee benefits (Note 3 (s)); (vii) current and deferred tax (Note 3 (i)); (viii) joint arrangements (Note 3 (c)).  Judgments made by Management in the application of IFRS that have a significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are further discussed in the relevant notes hereafter.  5. SEGMENT REPORTING   Segment information is presented inmillions of Brazilian Reais, except for volumes, which are presented in millions of hectoliters. (a) Reportable segments:  Latin America - north (i)

   Latin America - south (ii)

   Canada

   Consolidated2013

   2012

   2011

   2013

   2012

   2011

   2013

   2012

   2011

   2013

   2012

   2011Volume

   119.1

   122.4

   116.4

   36.9

   38.1

   38.6

   9.1

   9.4

   10.1

   165.1

   169.9

   165.0Net sales

   23,479.6

   21,949.5

   18,843.7

   7,051.7

   6,250.7

   4,777.6

   4,260.1

   4,030.8

   3,505.4

   34,791.4

   32,231.0

   27,126.7Cost of sales

   (7,552.5)

   (6,865.7)

   (6,024.7)

   (2,605.1)

   (2,449.7)

   (1,927.4)

   (1,240.2)

   (1,144.4)

   (1,046.4)

   (11,397.8)

   (10,459.8)

   (8,998.5)Gross profit

   15,927.1

   15,083.8

   12,819.0

   4,446.6

   3,801.0

   2,850.2

   3,019.9

   2,886.4

   2,459.0

   23,393.6

   21,771.2

   18,128.2Sales and marketing expenses

   (5,378.5)

   (4,899.2)

   (4,258.2)

   (1,413.7)

   (1,232.1)

   (937.5)

   (1,233.6)

   (1,219.6)

   (1,058.4)

   (8,025.8)

   (7,350.9)

   (6,254.1)Administrative expenses

   (1,301.0)

   (1,239.4)

   (947.1)

   (258.0)

   (220.9)

   (172.1)

   (177.4)

   (143.2)

   (118.1)

   (1,736.4)

   (1,603.5)

   (1,237.3)Other operating income/(expenses)

   1,767.9

   840.1

   772.3

   (12.3)

   7.4

   1.6

   5.9

   15.9

   9.3

   1,761.5

   863.4

   783.2Normalized income from operations (normalized EBIT)

   11,015.4

   9,785.3

   8,385.9

   2,762.6

   2,355.4

   1,742.3

   1,614.8

   1,539.5

   1,291.8

   15,392.8

   13,680.2

   11,420.0Special items

   (12.7)

   (50.4)

   35.6

   (9.9)

   -

   (9.2)

   (6.6)

   -

   (3.3)

   (29.2)

   (50.4)

   23.1Income from operations (EBIT)

   11,002.7

   9,734.9

   8,421.5

   2,752.7

   2,355.4

   1,733.1

   1,608.2

   1,539.5

   1,288.5

   15,363.7

   13,629.8

   11,443.1Net finance cost

   (904.9)

   (721.6)

   (343.6)

   (668.8)

   (110.2)

   (95.8)

   10.3

   (57.8)

   (82.3)

   (1,563.4)

   (889.6)

   (521.7)Share of result of associates

   9.8

   -

   -

   -

   -

   0.1

   1.6

   0.5

   0.4

   11.4

   0.5

   0.5Income before income tax

   10,107.6

   9,013.3

   8,077.9

   2,083.9

   2,245.2

   1,637.4

   1,620.1

   1,482.2

   1,206.6

   13,811.7

   12,740.7

   10,921.9Income tax expense

   (1,074.5)

   (1,179.3)

   (1,540.7)

   (985.8)

   (662.6)

   (480.7)

   (397.3)

   (478.2)

   (421.7)

   (2,457.6)

   (2,320.1)

   (2,443.1)Net income

   9,033.2

   7,834.0

   6,537.2

   1,098.1

   1,582.6

   1,156.7

   1,222.8

   1,004.0

   784.9

   11,354.1

   10,420.6

   8,478.8Normalized EBITDA

   12,544.8

   11,209.3

   9,566.4

   3,150.3

   2,727.0

   2,060.3

   1,789.9

   1,683.8

   1,455.4

   17,485.0

   15,620.1

   13,082.1Special items

   (12.7)

   (50.4)

   35.6

   (9.9)

   -

   (9.2)

   (6.6)

   -

   (3.3)

   (29.2)

   (50.4)

   23.1Depreciation, amortization and impairment excluding special items

   (1,529.4)

   (1,424.1)

   (1,180.5)

   (387.7)

   (371.5)

   (318.0)

   (175.1)

   (144.3)

   (163.6)

   (2,092.1)

   (1,939.9)

   (1,662.1)Net finance costs

   (904.9)

   (721.5)

   (343.6)

   (668.8)

   (110.3)

   (95.8)

   10.3

   (57.8)

   (82.3)

   (1,563.4)

   (889.6)

   (521.7)Share of results of associates

   9.8

   -

   -

   -

   -

   0.1

   1.6

   0.5

   0.4

   11.4

   0.5

   0.5Income tax expense

   (1,074.5)

   (1,179.3)

   (1,540.7)

   (985.8)

   (662.6)

   (480.7)

   (397.3)

   (478.2)

   (421.7)

   (2,457.6)

   (2,320.1)

   (2,443.1)Net income

   9,033.1

   7,834.0

   6,537.2

   1,098.1

   1,582.6

   1,156.7

   1,222.8

   1,004.0

   784.9

   11,354.1

   10,420.6

   8,478.8Normalized EBITDA margin in %

   53.4%

   51.1%

   50.8%

   44.7%

   43.6%

   43.1%

   42.0%

   41.8%

   41.5%

   50.3%

   48.5%

   48.4%Acquisition of property, plant and equipment

   3,043.9

   2,354.4

   2,801.3

   645.0

   589.9

   423.0

   206.7

   154.3

   139.7

   3,895.6

   3,098.6

   3,364.0Additions to / (reversals of) provisions

   406.6

   260.1

   136.3

   2.9

   5.2

   1.8

   4.8

   22.3

   18.2

   414.3

   287.6

   156.3Full time employee

   37.7

   35.7

   31.5

   10.5

   10.9

   10.3

   4.8

   4.7

   4.8

   53.0

   51.3

   46.52013

   2012

   2011

   2013

   2012

   2011

   2013

   2012

   2011

   2013

   2,012.0

   2011Segment assets

   45,441.0

   41,151.3

   13,923.6

   6,908.3

   7,609.7

   5,959.7

   2,457.9

   2,923.3

   17,062.1

   54,807.2

   51,684.3

   36,945.4Intersegment elimination

   

   

   

   

   

   

   

   

   

   (927.4)

   (1,884.6)

   (1,305.0)Non-segmented assets

   

   

   

   

   

   

   

   

   

   14,794.3

   12,033.2

   18,187.0Total assets

   

   

   

   

   

   

   

   

   

   68,674.1

   61,832.9

   53,827.4Segment liabilities

   14,173.6

   14,659.6

   11,191.7

   2,873.1

   3,642.1

   2,311.8

   2,451.0

   2,490.5

   2,432.1

   19,497.7

   20,792.2

   15,935.6Intersegment elimination

   

   

   

   

   

   

   

   

   

   (927.4)

   (1,884.6)

   (1,305.0)Non-segmented liabilities

   

   

   

   

   

   

   

   

   

   50,103.8

   42,925.3

   39,196.8Total liabilities

   

   

   

   

   

   

   

   

   

   68,674.1

   61,832.9

   53,827.4
  (i) Latin America – North: includes operations in Brazil, Ambev Luxembourg and HILA-ex (Guatemala and Dominican Republic). (ii) Latin America – South: includes operations in Argentina, Bolivia, Chile, Paraguay, Uruguay, Ecuador and Peru.


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(b) Additional information – by Business unit:   Latin America - north(Expressed in million of Brazilian Reais)

   Beer

   Soft drink

   Total2013

   2012

   2011

   2013

   2012

   2011

   2013

   2012

   2011Volume

   87.6

   90.4

   85.8

   31.5

   32.0

   30.5

   119.1

   122.4

   116.4Net sales

   19,497.0

   18,360.3

   15,795.6

   3,982.6

   3,589.2

   3,048.2

   23,479.6

   21,949.5

   18,843.7Cost of sales

   (5,691.8)

   (5,340.4)

   (4,637.3)

   (1,860.7)

   (1,525.3)

   (1,387.5)

   (7,552.5)

   (6,865.7)

   (6,024.7)Gross profit

   13,805.2

   13,019.9

   11,158.3

   2,121.9

   2,063.9

   1,660.7

   15,927.1

   15,083.8

   12,819.0Sales and marketing expenses

   (4,609.3)

   (4,211.4)

   (3,674.3)

   (769.2)

   (687.8)

   (583.9)

   (5,378.5)

   (4,899.2)

   (4,258.2)Administrative expenses

   (1,159.4)

   (1,104.1)

   (865.2)

   (141.7)

   (135.3)

   (81.9)

   (1,301.1)

   (1,239.4)

   (947.1)Other operating income/(expenses)

   1,392.3

   648.6

   605.0

   375.6

   191.5

   167.3

   1,767.9

   840.1

   772.3Normalized income from operations (normalized EBIT)

   9,428.8

   8,353.0

   7,223.7

   1,586.6

   1,432.3

   1,162.2

   11,015.4

   9,785.3

   8,385.9Special items

   (11.0)

   (42.2)

   26.6

   (1.7)

   (8.2)

   9.0

   (12.7)

   (50.4)

   35.6Income from operations (EBIT)

   9,417.8

   8,310.8

   7,250.3

   1,584.9

   1,424.1

   1,171.2

   11,002.7

   9,734.9

   8,421.5Net finance cost

   (904.9)

   (721.6)

   (339.6)

   -

   -

   (4.0)

   (904.9)

   (721.6)

   (343.6)Share of result of associates

   9.8

   -

   -

   -

   -

   -

   9.8

   -

   -Income before income tax

   8,522.7

   7,589.2

   6,910.7

   1,584.9

   1,424.1

   1,167.2

   10,107.6

   9,013.3

   8,077.9Income tax expense

   (1,074.5)

   (1,179.3)

   (1,540.8)

   -

   -

   0.1

   (1,074.5)

   (1,179.3)

   (1,540.7)Net income

   7,448.2

   6,409.9

   5,369.9

   1,584.9

   1,424.1

   1,167.3

   9,033.1

   7,834.0

   6,537.2Normalized EBITDA

   10,679.5

   9,519.3

   8,141.1

   1,865.3

   1,690.0

   1,425.3

   12,544.8

   11,209.3

   9,566.4Special items

   (11.0)

   (42.2)

   26.6

   (1.7)

   (8.2)

   9.0

   (12.7)

   (50.4)

   35.6Depreciation, amortization and impairment excluding special items

   (1,250.7)

   (1,166.4)

   (917.4)

   (278.7)

   (257.7)

   (263.1)

   (1,529.4)

   (1,424.1)

   (1,180.5)Net finance costs

   (904.9)

   (721.5)

   (339.6)

   -

   -

   (4.0)

   (904.9)

   (721.5)

   (343.6)Share of results of associates

   9.8

   -

   -

   -

   -

   -

   9.8

   -

   -Income tax expense

   (1,074.5)

   (1,179.3)

   (1,540.8)

   -

   -

   0.1

   (1,074.5)

   (1,179.3)

   (1,540.7)Net income

   7,448.2

   6,409.9

   5,369.9

   1,584.9

   1,424.1

   1,167.3

   9,033.1

   7,834.0

   6,537.2Normalized EBITDA margin in %

   54.8%

   51.8%

   51.5%

   46.8%

   47.1%

   46.8%

   53.4%

   51.1%

   50.8%
   BrazilBeer

   Soft drink

   Total2013

   2012

   2011

   2013

   2012

   2011

   2013

   2012

   2011Volume

   83.0

   86.7

   84.6

   30.2

   30.8

   29.4

   113.2

   117.5

   114.0Net sales

   18,407.1

   17,598.4

   15,667.5

   3,633.7

   3,379.5

   2,949.4

   22,040.8

   20,977.9

   18,616.9Cost of sales

   (5,323.7)

   (4,995.8)

   (4,565.7)

   (1,588.1)

   (1,414.0)

   (1,319.6)

   (6,911.8)

   (6,409.8)

   (5,885.3)Gross profit

   13,083.4

   12,602.6

   11,101.8

   2,045.6

   1,965.5

   1,629.8

   15,129.0

   14,568.1

   12,731.6Sales and marketing expenses

   (4,334.3)

   (4,000.0)

   (3,602.4)

   (684.2)

   (615.8)

   (541.5)

   (5,018.5)

   (4,615.8)

   (4,143.9)Administrative expenses

   (1,074.0)

   (1,028.7)

   (851.1)

   (112.9)

   (103.2)

   (70.9)

   (1,186.9)

   (1,131.9)

   (922.0)Other operating income/(expenses)

   1,409.8

   650.9

   606.2

   365.6

   185.5

   168.8

   1,775.4

   836.4

   775.0Normalized income from operations (normalized EBIT)

   9,084.9

   8,224.8

   7,254.5

   1,614.1

   1,432.0

   1,186.2

   10,699.0

   9,656.8

   8,440.7Special items

   (6.3)

   (19.1)

   26.6

   -

   -

   9.0

   (6.3)

   (19.1)

   35.6Income from operations (EBIT)

   9,078.6

   8,205.7

   7,281.1

   1,614.1

   1,432.0

   1,195.2

   10,692.7

   9,637.7

   8,476.3Net finance cost

   (893.3)

   (676.5)

   (325.0)

   -

   -

   -

   (893.3)

   (676.5)

   (325.0)Share of result of associates

   9.8

   -

   -

   -

   -

   -

   9.8

   -

   -Income before income tax

   8,195.1

   7,529.2

   6,956.1

   1,614.1

   1,432.0

   1,195.2

   9,809.2

   8,961.2

   8,151.3Income tax expense

   (994.4)

   (1,144.7)

   (1,535.3)

   -

   -

   -

   (994.4)

   (1,144.7)

   (1,535.3)Net income

   7,200.7

   6,384.5

   5,420.8

   1,614.1

   1,432.0

   1,195.2

   8,814.8

   7,816.5

   6,616.0Normalized EBITDA

   10,229.8

   9,312.8

   8,157.6

   1,852.9

   1,661.5

   1,434.3

   12,082.7

   10,974.3

   9,591.9Special items

   (6.3)

   (19.1)

   26.6

   -

   -

   9.0

   (6.3)

   (19.1)

   35.6Depreciation, amortization and impairment excluding special items

   (1,144.9)

   (1,088.0)

   (903.1)

   (238.8)

   (229.5)

   (248.1)

   (1,383.7)

   (1,317.5)

   (1,151.2)Net finance costs

   (893.3)

   (676.5)

   (325.0)

   -

   -

   -

   (893.3)

   (676.5)

   (325.0)Share of results of associates

   9.8

   -

   -

   -

   -

   -

   9.8

   -

   -Income tax expense

   (994.4)

   (1,144.7)

   (1,535.3)

   -

   -

   -

   (994.4)

   (1,144.7)

   (1,535.3)Net income

   7,200.7

   6,384.5

   5,420.8

   1,614.1

   1,432.0

   1,195.2

   8,814.8

   7,816.5

   6,616.0Normalized EBITDA margin in %

   55.6%

   52.9%

   52.4%

   51.0%

   51.0%

   48.6%

   49.2%

   52.3%

   51.8%


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HILA-exBeer

   Soft drink

   Total2013

   2012

   2011

   2013

   2012

   2011

   2013

   2012

   2011Volume

   4.6

   3.7

   1.2

   1.4

   1.2

   1.1

   6.0

   4.9

   2.4Net sales

   1,089.9

   761.9

   128.1

   348.9

   209.7

   98.8

   1,438.8

   971.6

   226.8Cost of sales

   (368.1)

   (344.6)

   (71.6)

   (272.6)

   (111.3)

   (67.9)

   (640.7)

   (455.9)

   (139.4)Gross profit

   721.8

   417.3

   56.5

   76.3

   98.4

   30.9

   798.1

   515.7

   87.4Sales and marketing expenses

   (275.0)

   (211.4)

   (71.9)

   (85.0)

   (72.0)

   (42.4)

   (360.0)

   (283.4)

   (114.3)Administrative expenses

   (85.4)

   (75.4)

   (14.1)

   (28.8)

   (32.1)

   (11.0)

   (114.2)

   (107.5)

   (25.1)Other operating income/(expenses)

   (17.5)

   (2.3)

   (1.2)

   10.0

   6.0

   (1.5)

   (7.5)

   3.7

   (2.7)Normalized income from operations (normalized EBIT)

   343.9

   128.2

   (30.8)

   (27.5)

   0.3

   (24.0)

   316.4

   128.5

   (54.8)Special items

   (4.7)

   (23.1)

   -

   (1.7)

   (8.2)

   -

   (6.4)

   (31.3)

   -Income from operations (EBIT)

   339.2

   105.1

   (30.8)

   (29.2)

   (7.9)

   (24.0)

   310.0

   97.2

   (54.8)Net finance cost

   (11.6)

   (45.1)

   (14.6)

   -

   -

   (4.0)

   (11.6)

   (45.1)

   (18.6)Share of result of associates

   -

   -

   -

   -

   -

   -

   -

   -

   -Income before income tax

   327.6

   60.0

   (45.4)

   (29.2)

   (7.9)

   (28.0)

   298.4

   52.1

   (73.4)Income tax expense

   (80.1)

   (34.6)

   (5.5)

   -

   -

   0.1

   (80.1)

   (34.6)

   (5.4)Net income

   247.5

   25.4

   (50.9)

   (29.2)

   (7.9)

   (27.9)

   218.3

   17.5

   (78.8)Normalized EBITDA

   449.7

   206.5

   (16.5)

   12.4

   28.5

   (9.0)

   462.1

   235.0

   (25.5)Special items

   (4.7)

   (23.1)

   -

   (1.7)

   (8.2)

   -

   (6.4)

   (31.3)

   -Depreciation, amortization and impairment excluding special items

   (105.8)

   (78.4)

   (14.3)

   (39.9)

   (28.2)

   (15.0)

   (145.7)

   (106.6)

   (29.3)Net finance costs

   (11.6)

   (45.0)

   (14.6)

   -

   -

   (4.0)

   (11.6)

   (45.0)

   (18.6)Share of results of associates

   -

   -

   -

   -

   -

   -

   -

   -

   -Income tax expense

   (80.1)

   (34.6)

   (5.5)

   -

   -

   0.1

   (80.1)

   (34.6)

   (5.4)Net income

   247.5

   25.4

   (50.9)

   (29.2)

   (7.9)

   (27.9)

   218.3

   17.5

   (78.8)Normalized EBITDA margin in %

   41.3%

   27.1%

   -12.9%

   3.6%

   13.6%

   -9.1%

   32.1%

   24.2%

   -11.2%
  Latin America - southBeer

   Soft drink

   Total2013

   2012

   2011

   2013

   2012

   2011

   2013

   2012

   2011Volume

   22.1

   22.7

   22.8

   14.8

   15.4

   15.9

   36.9

   38.1

   38.6Net sales

   5,152.0

   4,468.2

   3,411.2

   1,899.7

   1,782.5

   1,366.3

   7,051.7

   6,250.7

   4,777.6Cost of sales

   (1,530.8)

   (1,367.5)

   (1,069.6)

   (1,074.3)

   (1,082.2)

   (857.7)

   (2,605.1)

   (2,449.7)

   (1,927.4)Gross profit

   3,621.2

   3,100.7

   2,341.6

   825.4

   700.3

   508.6

   4,446.6

   3,801.0

   2,850.2Sales and marketing expenses

   (940.3)

   (804.5)

   (618.6)

   (473.4)

   (427.6)

   (318.9)

   (1,413.7)

   (1,232.1)

   (937.5)Administrative expenses

   (198.5)

   (159.8)

   (145.0)

   (59.5)

   (61.1)

   (27.1)

   (258.0)

   (220.9)

   (172.1)Other operating income/(expenses)

   (10.2)

   9.6

   (5.0)

   (2.1)

   (2.2)

   6.6

   (12.3)

   7.4

   1.6Normalized income from operations (normalized EBIT)

   2,472.2

   2,146.0

   1,573.1

   290.4

   209.4

   169.2

   2,762.6

   2,355.4

   1,742.3Special items

   (7.5)

   -

   (9.2)

   (2.4)

   -

   -

   (9.9)

   -

   (9.2)Income from operations (EBIT)

   2,464.7

   2,146.0

   1,563.9

   288.0

   209.4

   169.2

   2,752.7

   2,355.4

   1,733.1Net finance cost

   (606.8)

   (83.0)

   (99.1)

   (62.0)

   (27.2)

   3.3

   (668.8)

   (110.2)

   (95.8)Share of result of associates

   -

   -

   0.1

   -

   -

   -

   -

   -

   0.1Income before income tax

   1,857.9

   2,063.0

   1,464.9

   226.0

   182.2

   172.5

   2,083.9

   2,245.2

   1,637.4Income tax expense

   (980.0)

   (660.4)

   (478.7)

   (5.8)

   (2.2)

   (2.0)

   (985.8)

   (662.6)

   (480.7)Net income

   877.9

   1,402.6

   986.2

   220.2

   180.0

   170.5

   1,098.1

   1,582.6

   1,156.7Normalized EBITDA

   2,777.2

   2,431.5

   1,816.6

   373.1

   295.5

   243.7

   3,150.3

   2,727.0

   2,060.3Special items

   (7.5)

   -

   (9.2)

   (2.4)

   -

   -

   (9.9)

   -

   (9.2)Depreciation, amortization and impairment excluding special items

   (305.0)

   (285.5)

   (243.5)

   (82.7)

   (86.0)

   (74.5)

   (387.7)

   (371.5)

   (318.0)Net finance costs

   (606.8)

   (83.0)

   (99.1)

   (62.0)

   (27.3)

   3.3

   (668.8)

   (110.3)

   (95.8)Share of results of associates

   -

   -

   0.1

   -

   -

   -

   -

   -

   0.1Income tax expense

   (980.0)

   (660.4)

   (478.7)

   (5.8)

   (2.2)

   (2.0)

   (985.8)

   (662.6)

   (480.7)Net income

   877.9

   1,402.6

   986.2

   220.2

   180.0

   170.5

   1,098.1

   1,582.6

   1,156.7Normalized EBITDA margin in %

   53.9%

   54.4%

   53.3%

   19.6%

   16.6%

   17.8%

   44.7%

   43.6%

   43.1%


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Canada2013

   2012

   2011(Expressed in million of Brazilian Reais)

   Beer

   Total

   Beer

   Total

   Beer

   TotalVolume

   9.1

   9.1

   9.4

   9.4

   10.1

   10.1Net sales

   4,260.1

   4,260.1

   4,030.8

   4,030.8

   3,505.4

   3,505.4Cost of sales

   (1,240.2)

   (1,240.2)

   (1,144.4)

   (1,144.4)

   (1,046.4)

   (1,046.4)Gross profit

   3,019.9

   3,019.9

   2,886.4

   2,886.4

   2,459.0

   2,459.0Sales and marketing expenses

   (1,233.6)

   (1,233.6)

   (1,219.6)

   (1,219.6)

   (1,058.4)

   (1,058.4)Administrative expenses

   (177.4)

   (177.4)

   (143.2)

   (143.2)

   (118.1)

   (118.1)Other operating income/(expenses)

   5.9

   5.9

   15.9

   15.9

   9.3

   9.3Normalized income from operations (normalized EBIT)

   1,614.8

   1,614.8

   1,539.5

   1,539.5

   1,291.8

   1,291.8Special items

   (6.6)

   (6.6)

   -

   -

   (3.3)

   (3.3)Income from operations (EBIT)

   1,608.2

   1,608.2

   1,539.5

   1,539.5

   1,288.5

   1,288.5Net finance cost

   10.3

   10.3

   (57.8)

   (57.8)

   (82.3)

   (82.3)Share of result of associates

   1.6

   1.6

   0.5

   0.5

   0.4

   0.4Income before income tax

   1,620.1

   1,620.1

   1,482.2

   1,482.2

   1,206.6

   1,206.6Income tax expense

   (397.3)

   (397.3)

   (478.2)

   (478.2)

   (421.7)

   (421.7)Net income

   1,222.8

   1,222.8

   1,004.0

   1,004.0

   784.9

   784.9Normalized EBITDA

   1,789.9

   1,789.9

   1,683.8

   1,683.8

   1,455.4

   1,455.4Special items

   (6.6)

   (6.6)

   -

   -

   (3.3)

   (3.3)Depreciation, amortization and impairment excluding special items

   (175.1)

   (175.1)

   (144.3)

   (144.3)

   (163.6)

   (163.6)Net finance costs

   10.3

   10.3

   (57.8)

   (57.8)

   (82.3)

   (82.3)Share of results of associates

   1.6

   1.6

   0.5

   0.5

   0.4

   0.4Income tax expense

   (397.3)

   (397.3)

   (478.2)

   (478.2)

   (421.7)

   (421.7)Net income

   1,222.8

   1,222.8

   1,004.0

   1,004.0

   784.9

   784.9Normalized EBITDA margin in %

   42.0%

   42.0%

   41.8%

   41.8%

   41.5%

   41.5%
 6. NET SALES  The reconciliation between gross sales and net sales is as follows:  2013

   2012

   2011Gross sales

   69,354.8

   63,185.9

   53,040.3Deductions from gross revenue

   (34,563.4)

   (30,954.9)

   (25,913.6)34,791.4

   32,231.0

   27,126.7
  The deductions of the gross revenue are represented by the taxes and rebates. Services provided by distributors, such as the promotion of our brands, logistics services and strategic location in stores are not considered as reduction in revenue when separately identifiable.  7.OTHER OPERATING INCOME / (EXPENSES) 2013

   2012

   2011Government grants/NPV of long term fiscal incentives

   1,148.0

   698.5

   580.8Tax recovery

   -

   -

   46.1(Additions to )/reversal of provisions

   (69.9)

   (30.5)

   -Net gain on disposal of property, plant and equipment and intangible assets

   24.3

   36.4

   24.6Net rental income

   2.8

   2.9

   4.9Net other operating income

   656.3

   156.1

   126.81,761.5

   863.4

   783.2
  The increase in other operating income is due to higher capital expenditures in recent years to increase the current manufacturing capacity and construction of new plants, which allows the


Company to receive more tax incentives. Additionally, in the last quarter, the Company recorded a gain of R$308.4 related to the recovery of restricted assets.


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Annually, the Company reassesses the discount rate used to measure the subsidy in government loans in accordance with their cost of external funding.  8.  SPECIAL ITEMS Special items are those that in management’s judgment need to be disclosed by virtue of their size or nature. In determining whether an event or transaction classifies as special, management considers quantitative and qualitative factors such as the frequency or predictability of the occurrence, and the potential for impacting the variation in profit or loss. Transactions which may give rise to special items are principally restructuring activities, impairments, and gains or losses on disposal of assets and investments. The Company considers these items to be naturally significant and accordingly, has excluded these when measuring segment-based performance, as per Note 5.  The special items included in the income statement are detailed below:  2013

   2012

   2011Restructuring

   (29.2)

   (31.3)

   (12.5)Acquisition of subsidiaries

   -

   (15.8)

   -Proceeds from sale of fixed assets

   -

   -

   35.6Others

   -

   (3.3)

   -(29.2)

   (50.4)

   23.1
  The restructuring expenses recognized relate mainly to realignment of structure and processes in the Latin America – South and Latin America – North geographical segment.In 2012 the acquisition of subsidiaries expenses refers to the CND acquisition expenses. 9. PAYROLL AND RELATED BENEFITS 2013

   2012

   2011Wages and salaries

   2,510.8

   2,159.3

   1,719.9Social security contributions

   563.0

   479.7

   421.9Other personnel cost

   443.4

   459.7

   393.7Increase (decrease) in liabilities for defined benefit plans

   125.4

   142.8

   (13.3)Share-based payment

   187.6

   144.6

   122.3Contributions to defined contribution plans

   16.3

   9.4

   8.83,846.5

   3,395.5

   2,653.3Average number of full time employees (FTE)

   52,964

   51,299

   46,503


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10. ADDITIONAL INFORMATION ON OPERATING EXPENSES BY NATURE
 Depreciation, amortization and impairment expenses are included in the following income statement accounts for the years 2013, 2012 and 2011:  Depreciation and impairment of property, plant and equipment

   Amortization of intangible assets2013

   2012

   2011

   

   2013

   2012

   2011Cost of sales

   1,424.9

   1,324.0

   1,101.9

   

   0.7

   0.4

   1.7Sales and marketing expenses

   387.3

   359.2

   332.8

   

   119.2

   116.7

   110.3Administrative expenses

   119.0

   105.3

   80.3

   

   35.9

   36.3

   35.11,931.2

   1,788.5

   1,515.0

   

   155.8

   153.4

   147.1
  11. FINANCE COST AND INCOME  (a)Finance costs  Finance costs

   2013

   2012

   2011Interest expense

   (586.7)

   (455.2)

   (891.5)Capitalized borrowings

   54.3

   84.5

   162.9Losses on hedging instruments that are not part of a hedge accounting relationship

   (514.3)

   (560.0)

   (263.3)Hedge ineffectiveness losses

   (16.4)

   -

   -Interest on tax contingencies

   (213.8)

   (118.6)

   (42.5)Net interest on net defined benefit plans

   (86.5)

   (82.0)

   (60.4)Interest and foreign exchange rate on loans

   -

   (67.8)

   (75.3)Exchange variation

   (754.3)

   (127.7)

   (41.4)Anticipated bonds payment expenses

   -

   -

   (82.6)Tax on financial transactions

   (86.4)

   (109.5)

   (57.5)Bank guarantee expenses

   (82.9)

   (73.6)

   (56.2)Other financial costs, including bank fees

   (208.9)

   (46.5)

   (72.7)(2,495.9)

   (1,556.4)

   (1,480.5)
  Other financial costs increase mainly relates to an impairment recognized on investment in Venezuela followed the devaluation of that country’s currency in the amount of R$198.4.  Interest expenses are presented net of the effect of interest rate derivative instruments which mitigate Ambev S.A. interest rate risk (Note 27).


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The interest expense are as follows: Interest expense

   2013

   2012

   2011Financial liabilities measured at amortized cost

   (271.2)

   (156.5)

   (496.3)Liabilities at fair value through profit or loss

   (291.6)

   (168.0)

   -Fair value hedge - hedged items

   6.5

   (161.8)

   (156.6)Fair value hedge - hedging instruments

   (30.4)

   34.1

   (169.9)Cash flow hedges - hedged items

   -

   (5.9)

   (117.7)Cash flow hedges - hedging instruments (reclassified from equity)

   -

   2.9

   49.0(586.7)

   (455.2)

   (891.5)
  (b)Finance income  Finance income

   2013

   2012

   2011Interest income

   342.6

   250.5

   472.5Interest income - business combinations

   -

   -

   151.3Net gains on hedging instruments that are not part of a hedge accounting relationship

   329.8

   313.8

   160.7Hedge ineffectiveness gains

   -

   6.6

   6.8Assets at fair value through profit or loss

   238.5

   77.5

   -Gains on no derivative instrument at fair value through profit or loss

   

   -

   153.9Interest and foreign exchange rate on loans

   -

   0.2

   -Dividend income, non-consolidated companies

   -

   -

   1.9Others

   21.6

   18.2

   11.7932.5

   666.8

   958.8
  Interest income arises from the following financial assets: Interest income

   2013

   2012

   2011Cash and cash equivalents

   215.8

   194.1

   385.0Investment securities held for trading

   126.8

   56.4

   87.5342.6

   250.5

   472.5
  (c)Hedging result  The net income from the cash flow hedge and net income hedges recognized directly as comprehensive income is shown below: Hedging reserve

   2013

   2012

   2011Recognized in Equity (cash flow hedge)

   280.9

   -

   185.6Removed from Equity and included in profit or loss

   (220.6)

   -

   (188.1)Deferred income tax variance in Equity and other changes

   4.0

   -

   (82.4)64.3

   -

   (84.9)Exchange differences on translation of foreign operations (gains/ (losses))Effective portion of changes in fair value of net investment hedges

   (429.9)

   -

   (280.4)


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12. INCOME TAX AND SOCIAL CONTRIBUTION Income taxes reported in the income statement are analyzed as follows: 2013

   2012

   2011Income tax expense - current

   (1,912.2)

   (2,075.2)

   (1,663.1)Deferred tax (expense)/income on temporary differences

   (496.4)

   (256.3)

   (753.8)Deferred tax on taxes losses

   (49.0)

   11.4

   (26.2)Total deferred tax (expense)/income

   (545.4)

   (244.9)

   (780.0)Total income tax expenses

   (2,457.6)

   (2,320.1)

   (2,443.1)
  The reconciliation from the weighted nominal to the effective tax rate is summarized as follows: 2013

   2012

   2011Profit before tax

   13,811.7

   12,740.7

   10,921.9Adjustment on taxable basisNon-taxable income

   (631.6)

   (504.9)

   (317.1)Government grants related to sales taxes

   (794.1)

   (531.7)

   (444.5)Share of results of associates

   (11.4)

   (0.5)

   (0.5)Expenses not deductible for tax purposes

   375.5

   663.3

   328.312,750.1

   12,366.9

   10,488.1Aggregated weighted nominal tax rate

   33.03%

   32.10%

   32.58%Taxes – nominal rate

   (4,211.9)

   (3,970.0)

   (3,521.4)Adjustment on tax expenseRegional incentives - income taxes

   45.6

   165.2

   351.3Deductible interest on shareholders equity

   860.6

   542.0

   465.3Tax savings from goodwill amortization on tax books

   283.8

   149.7

   120.8Withholding tax and other income

   (424.9)

   (94.6)

   (71.9)Income tax provision

   -

   -

   (56.2)Others with reduced taxation

   989.2

   887.6

   269.0Income tax and social contribution expense

   (2,457.6)

   (2,320.1)

   (2,443.1)Effective tax rate

   17.8%

   18.2%

   22.4%
  The main events occurring in the period that impacted the effective tax rate were: (a) tax saving from goodwill amortization on CND acquisition; (b) higher interest on shareholder’s equity impact; (c) higher income from companies with an average tax rate of less than 34%, which were partially offset by the reduction in regional income tax incentives. The Company has been granted income tax incentives by the Brazilian Government in order to promote economic and social development in certain areas of the North and Northeast. These incentives are recorded as income on an accrual basis and allocated at year-end to the tax incentive reserve account. On November 11, 2013, the Provisional Measure no 627 ("PM") was issued, repealing the Transitional Tax Regime (“RTT”), and bringing other measures, including: (i) changes in


Decree-Law no 1,598/77, which deals with corporate income tax, as well as amends the social contribution on net income legislation; (ii) establishes that the amendment or adoption of accounting methods and criteria through administrative acts issued based on empowered business law, which are subsequent to the publication of this PM, will have no implications in the calculation of federal taxes until tax law regulates the matter; (iii) includes specific treatment on potential taxation of profits or dividends; (iv) includes provisions on the calculation of interest on shareholder's equity, and (v) includes considerations on investments measured at equity method.


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The dispositions of this PM are effective as from 2015. The early adoption on 2014 can eliminate potential tax effects, especially those related to payment of dividends and interest on shareholder's equity effectively paid up to the date of publication of this as well as equity results. The Company has prepared a study of the possible effects that could arise from the application of this new standard and concluded that its early or not adoption would result in irrelevant adjustments on the financial statements of the Company. Management awaits for developments and dealings of the amendments to the text of the PM, so that the Company can decide on its early adoption within the deadlines established by the referred tax rule.  13. PROPERTY, PLANT AND EQUIPMENT 2013Land andbuildings

   Plant andequipment

   Fixtures andfittings

   Underconstruction

   TotalAcquisition costBalance at end of previous year

   5,024.6

   15,669.0

   2,828.7

   1,601.5

   25,123.8Effect of movements in foreign exchange

   51.4

   151.8

   26.7

   (9.7)

   220.2Acquisitions through business combinations

   -

   -

   -

   0.1

   0.1Acquisitions

   13.8

   276.5

   89.6

   3,259.1

   3,639.0Disposals

   (102.4)

   (1,404.7)

   (352.5)

   (0.7)

   (1,860.3)Transfer to other asset categories

   662.6

   1,604.5

   373.5

   (2,807.6)

   (167.0)Others

   0.1

   (1.8)

   1.9

   -

   0.2Balance at end

   5,650.1

   16,295.3

   2,967.9

   2,042.7

   26,956.0Depreciation and ImpairmentBalance at end of previous year

   (1,622.2)

   (9,160.2)

   (1,990.1)

   -

   (12,772.5)Effect of movements in foreign exchange

   (22.6)

   (111.0)

   (18.5)

   -

   (152.1)Depreciation

   (176.2)

   (1,356.9)

   (325.1)

   -

   (1,858.2)Impairment losses

   (0.1)

   (71.6)

   (1.3)

   -

   (73.0)Disposals

   95.0

   1,340.9

   340.6

   -

   1,776.5Transfer to other asset categories

   1.0

   26.1

   33.1

   -

   60.2Others

   -

   1.0

   (0.1)

   -

   0.9Balance at end

   (1,725.1)

   (9,331.7)

   (1,961.4)

   -

   (13,018.2)Carrying amount:December 31, 2012

   3,402.4

   6,508.8

   838.6

   1,601.5

   12,351.3December 31, 2013

   3,925.0

   6,963.6

   1,006.5

   2,042.7

   13,937.8


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2012Land andbuildings

   Plant andequipment

   Fixtures andfittings

   Underconstruction

   TotalAcquisition costBalance at end of previous year

   4,234.0

   13,253.4

   2,530.6

   1,866.1

   21,884.1Effect of movements in foreign exchange

   100.6

   398.5

   66.6

   16.3

   582.0Acquisitions through business combinations

   374.5

   303.9

   36.8

   6.6

   721.8Acquisitions

   5.5

   198.8

   51.5

   2,715.6

   2,971.4Disposals

   (81.2)

   (660.5)

   (200.0)

   -

   (941.7)Transfer to other asset categories

   389.0

   2,176.7

   342.8

   (3,006.3)

   (97.8)Others

   0.2

   (2.0)

   0.6

   3.2

   2.0Balance at end

   5,022.6

   15,668.8

   2,828.9

   1,601.5

   25,121.8Depreciation and ImpairmentBalance at end of previous year

   (1,578.7)

   (8,079.2)

   (1,850.7)

   -

   (11,508.6)Effect of movements in foreign exchange

   (43.9)

   (286.1)

   (48.6)

   -

   (378.6)Acquisitions through business combinations

   -

   -

   -

   -

   -Depreciation

   (143.9)

   (1,282.6)

   (305.6)

   -

   (1,732.1)Impairment losses

   -

   (56.4)

   -

   -

   (56.4)Disposals

   63.3

   604.1

   188.4

   -

   855.8Transfer to other asset categories

   84.9

   (60.7)

   21.9

   -

   46.1Others

   (1.9)

   0.7

   4.5

   -

   3.3Balance at end

   (1,620.2)

   (9,160.2)

   (1,990.1)

   -

   (12,770.5)Carrying amount:December 31, 2011

   2,655.3

   5,174.2

   679.9

   1,866.1

   10,375.5December 31, 2012

   3,402.4

   6,508.6

   838.8

   1,601.5

   12,351.3
 Acquisitions in the period refer substantially to modernization, refurbishment, the extension of production lines and construction of new plants in order to increase capacity.  The transfers mainly relates to transfers from assets under construction to their final asset categories.  Capitalized interest is made on loans directly attributable to the acquisition and construction of qualifying assets. The amount of interest on loans capitalized during the year was R$54.4 (R$84.5 in 2012) is mainly recognized on investments in Brazil. The interest capitalization rate used in 2013 ranged between 6.36% and 11.29% per year (11.29% in 2012). The Company leases plant, equipment, fixtures and fittings, which are accounted for as financial leases. The carrying amount of the leased assets was R$22.0 as of December 31, 2013 (R$47.8 as of December 31, 2012). Contractual commitments to purchase property, plant and equipment amounted to R$196.4 as at December 31, 2013 (R$212.7 as at December 31, 2012).


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14. GOODWILL 2013

   2012Balance at the end of previous year

   26,645.2

   23,814.2Effect of movements in foreign exchange

   501.9

   686.7Acquisitions through business combinations (i)

   132.7

   2,144.3Others

   (258.7)

   -Balance at the end of year

   27,021.1

   26,645.2
 (i) Refers to the acquisition of Cervecería Nacional Dominicana (“CND”) during the year of 2012, as already disclosed in the 2012 annual financial statements of Old Ambev.  The carrying amount of goodwill was allocated to the different cash-generating units levels as follows: FunctionalCurrency

   2013

   2012LAN:Brazil

   BRL

   17,329.0

   17,424.9Dominican Republic

   DOP

   2,435.5

   2,321.1LAS:Argentina

   ARS

   905.3

   1,046.8Bolivia

   BOB

   828.6

   722.8Ecuador

   USD

   3.9

   2.7Chile

   CLP

   39.1

   37.4Paraguay

   PYG

   679.1

   642.4Peru

   PEN

   46.4

   44.5Uruguay

   UYU

   162.2

   156.2NA:Canada Holding

   BRL (i)

   35.9

   -Canada Operational

   CAD

   4,556.1

   4,246.427,021.1

   26,645.2
  (i) The goodwill in the amount of R$14,414.4,  relating to Canada Operations, which was recorded in Old Ambev’s 2012 financial statements in relation to the acquisition of the Canadian operations from ABI in 2004 was reversed as part of the purchase accounting adjustments recorded to reflect the ABI accounting basis. The Canada Operation goodwill above reflects the goodwill recorded by ABI at the time such operations had been previously acquired by the ABI group. Annual impairment testing The cash-generating unit to which the goodwill by expectation of future profitability (goodwill) has been allocated must be tested to check the need for reduction to the recoverable amount. The


test is made comparing its book value (including the goodwill) with its recoverable value and must be made at least annually or always that there is indication that the unit can be devalued.


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At the end 2013, Ambev S.A. completed its annual impairment testing and concluded, based on the assumptions described below, that no impairment charge was warranted. The Company cannot predict whether an event that triggers impairment will occur, when it will occur or how it will affect the assets values reported. Ambev S.A. believes that all of its estimates are reasonable, since they are consistent with the internal reporting and reflect management’s best estimates. However, inherent uncertainties exist that management may not be able to control. During its valuation, the Company conducted a sensitivity analysis for key assumptions including the weighted average cost of capital and the terminal growth rate. Although a change in the assumptions used could have a material impact on the calculation of the fair value and trigger impairment, the Company, based on sensitivity analyses performed around the base case assumptions is not aware of any possible change in the key assumptions used that would cause a cash-generating unit’s carrying amount to exceed its recoverable amount. Goodwill impairment testing relies on a number of critical judgments, estimates and assumptions. Goodwill, which accounted for approximately 39% of total assets as of December 31, 2013 (43% as of December 31, 2012) is tested for impairment at the cash-generating unit level (that is one level below the reporting segments). The cash-generating unit level is the lowest level at which goodwill is monitored for internal management purposes. Whenever a business combination occurs, goodwill is allocated as from the acquisition date, to each of business units that are expected to benefit from the synergies of the combination The Company’s impairment testing methodology is in accordance with IAS 36, in which a fair-value-less-cost-to-sell and value in use approaches are taken into consideration. This consists in applying a discounted cash flow approach based on acquisition valuation models for its major business units and the business units showing high capital amounts invested in earnings before interest, taxes, depreciation and amortization (EBITDA) multiples and in valuation multiples for other business units. Projections are made in the functional currency of the business unit and discounted at the unit's weighted average cost of capital (WACC), considering the sensitivity of this metric. The WACC in nominal US dollars for goodwill impairment testing conducted in 2012 ranged as follows:  2013

   2012Latin America North

   from 7.77% to 9.84%

   from 9.90% to 15.35%Latin America South

   from 6.24% to 21.25%

   from 7.30% to 7.56%Canada

   5.86%

   4.87%Venezuela

   34.23%

   17.21%


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Although Ambev S.A. believes that its judgments, assumptions and estimates are appropriate, actual results may differ from these estimates under different assumptions and conditions.  15. INTANGIBLE ASSETS 2013MarketAcquisition cost

   Brands

   Assets

   Software

   Others

   TotalBalance at end of previous year

   2,476.3

   1,510.1

   498.4

   217.1

   4,701.9Effect of movements in foreign exchange

   77.2

   2.6

   (7.0)

   (4.9)

   67.9Acquisitions

   -

   162.7

   1.4

   92.5

   256.6Disposal

   -

   (0.8)

   (14.1)

   -

   (14.9)Transfers to other assets categories

   (5.2)

   -

   107.1

   5.6

   107.5Balance at end of year

   2,548.3

   1,674.6

   585.8

   310.3

   5,119.0Amortization and Impairment losses(i)Balance at end of previous year

   (1.9)

   (1,253.5)

   (368.8)

   (141.6)

   (1,765.8)Foreign exchange variation effect

   -

   -

   4.2

   -

   4.2Amortization

   -

   (95.4)

   (42.2)

   (18.2)

   (155.8)Disposal

   -

   -

   10.4

   -

   10.4Transfers to other assets categories

   -

   (2.1)

   4.3

   (0.6)

   1.6Balance at end of year

   (1.9)

   (1,351.0)

   (392.1)

   (160.4)

   (1,905.4)Carrying amount:December 31, 2012

   2,474.4

   256.6

   129.6

   75.5

   2,936.1December 31, 2013

   2,546.4

   323.6

   193.7

   149.9

   3,213.6-2012MarketAcquisition cost

   Brands

   Assets

   Software

   Others

   TotalBalance at end of previous year

   1,522.3

   1,366.2

   439.8

   198.4

   3,526.7Effect of movements in foreign exchange

   103.3

   1.0

   0.4

   (0.8)

   103.9Acquisitions

   -

   111.7

   8.8

   13.7

   134.2Disposal

   -

   -

   (2.6)

   -

   (2.6)Acquisitions through business combination

   850.7

   31.2

   -

   5.8

   887.7Transfers to other assets categories

   -

   -

   51.9

   -

   51.9Balance at end of year

   2,476.3

   1,510.1

   498.3

   217.1

   4,701.8Amortization and Impairment losses(i)Balance at end of previous year

   -

   (1,159.5)

   (332.0)

   (122.4)

   (1,613.9)Foreign exchange variation effect

   -

   -

   (0.9)

   -

   (0.9)Amortization

   (1.9)

   (94.1)

   (38.2)

   (19.2)

   (153.4)Disposal

   -

   -

   2.6

   -

   2.6Transfers to other assets categories

   -

   -

   (0.2)

   -

   (0.2)Balance at end of year

   (1.9)

   (1,253.6)

   (368.7)

   (141.6)

   (1,765.8)Carrying amount:December 31, 2011

   1,522.3

   206.7

   107.8

   76.0

   1,912.8December 31, 2012

   2,474.4

   256.5

   129.6

   75.5

   2,936.0
 (i) The period of amortization of intangible assets of definite useful life is five years and amortization is calculated at the rate of 20% and recognized in income on a straight-line method.  Only brands are considered intangible assets with indefinite life. The Company is the owner of some of the world’s leading brands in the beer industry. As a result, brands are expected to generate positive cash flows for as long as the Company owns the brands and accordingly have


been assigned indefinite lives. The most representative brands that have been registered as result of fair value determination of past acquisitions are Quilmes in Argentina, Pilsen in Paraguay and Bolivia and Presidente and Presidente Light in Dominican Republic.


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The carrying amount of intangible assets with indefinite useful lives was allocated to the different countries as follows: 2013

   2012Argentina

   568.2

   642.1Bolivia

   401.6

   350.3Brazil

   -

   5.5Canada

   88.7

   83.4Chile

   56.5

   53.9Paraguay

   386.6

   364.5Dominican Republic

   935.2

   869.4Uruguay

   109.6

   105.32,546.4

   2,474.4
  Intangible assets with indefinite useful lives have been tested for impairment at a cash-generating unit level basis consistent with the same approach described in Note 14. The royalty stream that could be obtained from licensing of intangible asset to a third party in an arm’s length transaction is also used as an indicator of fair value.  16. INVESTMENT SECURITIES 2013

   2012Non-current investmentsEquity securities available-for-sale (i)

   -

   188.0Debt held-to-maturity

   63.8

   61.463.8

   249.4Current investmentsFinancial asset at fair value through profit or loss-held for trading

   288.6

   291.2Equity securities available-for-sale

   -

   185.4288.6

   476.6
 (i) Refers to the operation which Ambev S.A. and Cervecería Regional S.A. (“Cervecería Regional”)combined their businesses in Venezuela, with interest of 85% and 15%, respectively. In the year ended December 31, 2013,the Company recorded an impairment in the total amount of its investment in that country, registered as other financial cost (Note 11).


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17. 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 financial statement of assets and liabilities. The rates of these taxes in Brazil, currently set for the determination of deferred taxes, are 25% for income tax and 9% for social contribution. For the other regions, applied rates, are as follow:  HILA-ex (Guatemala and Dominican Republic)

   from 23% to 31%Latin America - South

   from 14% to 35%Canada Operational

   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 carryforwards 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: 2013

   

   2012Assets

   Liabilities

   Net

   

   Assets

   Liabilities

   NetTrade and other receivables

   47.9

   -

   47.9

   

   37.7

   -

   37.7Derivatives

   50.8

   (20.9)

   29.9

   

   294.8

   (0.2)

   294.6Inventories

   138.8

   (1.7)

   137.1

   

   115.1

   (0.6)

   114.5Loss carryforwards

   293.3

   -

   293.3

   

   342.3

   -

   342.3Tax credits for corporate restructuring

   -

   -

   -

   

   229.8

   -

   229.8Employee benefits

   477.2

   -

   477.2

   

   523.7

   -

   523.7Property, plant and equipment

   26.6

   (667.4)

   (640.8)

   

   27.6

   (607.6)

   (580.0)Intangible assets

   5.7

   (605.0)

   (599.3)

   

   5.8

   (610.3)

   (604.5)Goodwill

   -

   -

   -

   

   29.2

   -

   29.2Trade and other payables

   -

   (894.3)

   (894.3)

   

   -

   (413.9)

   (413.9)Interest-bearing loans and borrowings

   7.5

   -

   7.5

   

   120.1

   (4.4)

   115.7Provisions

   233.9

   (21.5)

   212.4

   

   287.9

   (6.1)

   281.8Interest on capital

   824.5

   -

   824.5

   

   60.4

   -

   60.4Partnership profit

   -

   (247.8)

   (247.8)

   

   -

   (291.2)

   (291.2)Other items

   -

   (96.8)

   (96.8)

   

   -

   (79.6)

   (79.6)Gross deferred tax assets / (liabilities)

   2,106.2

   (2,555.4)

   (449.2)

   

   2,074.4

   (2,013.9)

   60.5Netting by taxable entity

   (459.7)

   459.7

   -

   

   (646.2)

   646.2

   -Net deferred tax assets / (liabilities)

   1,646.5

   (2,095.7)

   (449.2)

   

   1,428.2

   (1,367.7)

   60.5
  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.


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At December 31, 2013 the net assets and liabilities deferred taxes related to combined tax losses has an expected utilization/settlement as follows: 2013

   2012Deferred taxes not related to tax lossesto be recovered within 12 months

   1,336.0

   1,231.4to be recovered beyond 12 months

   (2,078.5)

   (1,513.2)(742.5)

   (281.8)Deferred tax related to tax losses2013

   -

   40.82014

   93.7

   79.92015

   68.0

   48.12016

   107.1

   141.3Beyond 2017 (i)

   24.5

   32.2293.3

   342.3(449.2)

   60.5
  (i) There is no expected realization that exceed the period of 10 years.  The net change in deferred income tax and social contribution is detailed as follows:  Balance at December 31, 2012

   60.5Recognized in Net Income

   (545.5)Recognized in income statemant

   35.8Balance at December 31, 2013

   (449.2)
  As at December 31, 2013, deferred tax assets in the amount of R$253.8 (R$331.1 as at December 31, 2012) related to tax losses from previous periods and temporary differences of subsidiaries abroad was not recorded as the realization is not probable.  The expiry term of these assets is on average five years and the tax losses carried forward in relation to them are equivalent to R$1,014.4 in December 31, 2013 (R$1,080.2 in December 31, 2012).  The income tax and social contribution recognized directly as other comprehensive income were as follows:  2013

   2012Items that will not be reclassified to profit or loss:Remeasurement of postemployment benefits

   (91.8)

   14.3Items that may be reclassified subsequently to profit or loss:Cash flow hedges - gains / (losses)

   (38.0)

   -Net Investment hedges - gains / (losses)

   119.3

   -81.3

   -


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18. INVENTORIES  2013

   2012Finished goods

   876.0

   697.9Work in progress

   246.7

   204.5Raw material

   1,294.1

   1,195.1Consumables

   31.6

   59.5Spare parts and other

   267.5

   248.7Prepayments

   122.0

   88.3Impairment losses

   (42.4)

   (27.7)2,795.5

   2,466.3
  Losses on inventories recognized in the income statement amounted toR$78.5as of December 31, 2013 (R$83.8 in December 31, 2012).  19. TRADE AND OTHER RECEIVABLES  Non-Current trade and other receivables

   2013

   2012Trade receivables

   -

   1.4Cash deposits for guarantees

   546.3

   552.6Derivative financial instruments with positive fair value

   1.7

   30.5Taxes receivable

   463.0

   362.7Prepaid expenses

   148.4

   172.9Other receivables (i)

   1,100.8

   734.92,260.2

   1,855.0Current trade and other receivablesTrade receivables

   2,927.3

   2,468.0Interest receivable

   76.6

   127.1Taxes receivable

   740.6

   468.7Derivative financial instruments with positive fair value

   609.6

   340.6Prepaid expenses

   787.4

   710.7Other receivables

   302.2

   152.95,443.7

   4,268.0
 (i) Of the amount of R$1,101.8 (R$734.9 in 2012) recorded as other receivables (non-current assets), R$697.5 (R$634.4 in 2012) relate to amounts receivable from former shareholder (ELJ) of Cerveceria Nacional Dominicana's (“CND"”). Due to the low average terms for receipt of the customer portfolio, the fair values​​of trade receivables are extremely close to the amounts recorded.  An ageing of our current trade receivables is detailed as follows:


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Net carryingamount as ofDecember 31

   No past due

   Past due – between 30 - 60days

   Past due –between 60 - 90days

   Past due –between 90 - 180days

   Past due –between 180 - 360days2013

   2,927.3

   2,859.4

   28.5

   9.9

   8.2

   21.32012

   2,468.0

   2,412.4

   35.8

   15.9

   3.9

   -
 In accordance with the IFRS 7 the above analysis of the ageing of financial assets that are past due as at the reporting date but not impaired as at December 31, 2013, also includes the non-current part of loans to customers. Past due amounts were not impaired when collection is still considered likely, for instance when the amounts can be recovered from the tax authorities or Ambev S.A. has sufficient collateral guarantees. Impairment losses on trade and other receivables recognized in the income statement in 2013 amount to R$38.7 (R$41.0 in 2012). Company’s exposure to credit risk, currency and interest rate risks is disclosed in Note 27.  20. CASH AND CASH EQUIVALENTS 2013

   2012Short term bank deposits (i)

   9,170.9

   6,532.4Current bank accounts

   1,674.3

   2,372.0Cash

   440.6

   69.9Cash and cash equivalents

   11,285.8

   8,974.3Bank overdrafts

   -

   (0.1)Cash and cash equivalents less bank overdraft

   11,285.8

   8,974.2
 (i)The balance refers, mostly, to time deposits which are defined as a short-term investment, highly liquid with original maturities of three months or less. These balances are convertible into a known amount of cash and are subject to an insignificant risk of changes in value.  21. CHANGES IN EQUITY As described in Note 1 (c), the Company adopted the predecessor basis of accounting for the Contribution of Shares. Thus, the equivalent value contributed participation is already reflected in Ambev S.A. equity since January 1, 2011 and at the time of the capital increase, was reclassified from “Carrying value adjustments” to other accounts in equity in accordance with the corporate minutes.


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(a) Changes in Capital stock in 2013 Million ofcommom shares

   Million ofRealBeginning balance as per statutory books

   249.1

   249.1Contribution shares

   9,444.5

   8,206.9Stock swap merger

   5,967.8

   48,527.4Changes during the year

   2.8

   17.415,664.2

   57,000.8
  (b) Capital reserves ****  Treasury shares

   Share Premium

   Gain on sharesissued

   Others capitalreserve

   Share-basedpayments

   Results ontreasury shares

   CapitalreservesBeginning balance as per statutory books

   -

   -

   -

   -

   -

   -

   -Shares issued

   -

   5,163.2

   -

   1,012.8

   599.1

   -

   6,775.1Stock swap merger

   -

   48,527.4

   -

   -

   -

   -

   48,527.4Expenses on issue of shares

   -

   (26.9)

   -

   -

   -

   -

   (26.9)Acquiree shares and result on treasury shares

   (23.0)

   -

   -

   -

   -

   (5.8)

   (28.8)Share-based payment

   -

   -

   -

   -

   115.7

   -

   115.7At December 31, 2013

   (23.0)

   53,663.7

   -

   1,012.8

   714.8

   (5.8)

   55,362.5
 (i) As described in Note 1 (c) the Company adopted the predecessor basis of accounting for the Contribution of Shares. Thus, the equivalent value contributed participation is already reflected in equity Ambev SA since January 1, 2012 and at the time of the capital increase, was reclassified from “Carrying value adjustments”  to other accounts in equity in accordance with the corporate minutes.  (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, auction and others. Follows the changes of treasury shares in 2013: Acquiree shares

   

   Result onTreasure Shares

   

   Total TreasureSharesMillion shares

   

   Million Brazilian Real

   

   Million shares

   

   Million Brazilian RealBeginning balance as per statutory books

   -

   

   -

   

   -

   

   -Changes during the year

   1.4

   

   (23.0)

   

   (5.8)

   

   (28.8)At the end of the year

   1.4

   

   (23.0)

   

   (5.8)

   

   (28.8)
  (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, redeem, reimburse or repurchase shares.


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(b.3) Share-based payment There are different share-based payment programs and stock option plans which allow the senior management from Ambev S.A. economic group to receive or acquire shares of the Company. The share-based payment reserve recorded a charge ofR$182.2at December 31, 2013 (R$144.6 and R$122.3at December 31, 2012 and 2011, respectively) (Note 24). (c) Changes in Net income reserve in 2013 Investmentsreserve

   Statutoryreserve

   Fiscalincentive

   Additionaldividends

   Net incomereserveBeginning balance as per statutory books

   -

   4.4

   -

   47.2

   51.7Capital increase

   -

   -

   1,431.9

   -

   1,431.9Dividends distributed

   34.1

   -

   -

   (47.2)

   (13.1)Fiscal incentive reserve

   -

   -

   418.0

   -

   418.0Investments reserve

   906.0

   -

   -

   -

   906.0Additional dividends

   -

   -

   -

   3,063.3

   3,063.3At December 31, 2013

   940.1

   4.5

   1,849.9

   3,063.3

   5,857.8
  In order to maximize the return to shareholders the additional dividends may be paid as dividends or interest on shareholder’s equity. (c.1) Investments reserve The investment reserve refers to the allocation of profits in order to meet the projected business growth. (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. The statutory reserve is to preserve capital resources and can only be used to offset losses or increase capital. (c.3) Tax incentives The Company participates in ICMS (VAT) tax benefit programs offered by various States in order to attract investments to their region, in the form of financing, VAT deferral or partial reductions of amounts due. These State programs aim to promote employment, regional decentralization, complementation and diversification of the State’s industrial framework. In these States, the grace and enjoyment periods, reductions and other conditions are provided by the tax legislation.


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(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 and, when distributed, may be considered part of the mandatory dividends. As determined by its By-laws, the Company is required to distribute to its shareholders, as a 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.A.’s financial situation. The mandatory dividend includes amounts paid as interest on shareholder’s equity. Events during 2013: Event

   Approval

   Type

   Date ofpayment

   Type of share

   Ammount pershare

   Total amountAGO

   03/01/2013

   Interest on shareholder's equity

   03/11/2013

   ON

   0.0524

   13.1

   (i)AGO

   03/01/2013

   Dividends

   03/11/2013

   ON

   0.0443

   11.0

   (i)RCA

   08/30/2013

   Dividends

   09/27/2013

   ON

   0.1300

   2,036.02,060.1
 (i) These dividends refer to the total amount approved for distribution in the period, and were accrued in fiscal year of 2012.  (c.5) Proposed dividends and additional dividends The reserves for proposed dividends and additional dividends proposed are designed to segregate the dividends to be distributed during the following fiscal year. The dividends and additional dividends were initially allocated due to legal aspects based on Corporate Law.


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(d)Carrying value adjustments  Translationreserves

   Cash flowhedge

   Actuarial gains/losses

   Put option of asubsidiaryinterest

   Accounting adjustments fortransactionsbetweenshareholders

   CarryingvalueadjustmentsBeginning balance of majority owner netinvestment, other than capital stock and capitalreserves

   -

   -

   -

   -

   24,905.9

   24,905.9Net income

   -

   -

   -

   -

   2,212.1

   2,212.1Other comprehensive incomeTranslation reserves - gains / (losses)

   (68.6)

   -

   -

   -

   294.1

   225.5Cash flow hedges - gains / (losses)

   -

   62.5

   -

   -

   -

   62.5Remeasurement of postemployment benefits

   -

   -

   202.1

   -

   -

   202.1Total Comprehensive income

   (68.6)

   62.5

   202.1

   -

   2,506.2

   2,702.2Capital increase

   (3.7)

   69.8

   (1,205.2)

   (2,003.2)

   (13,163.7)

   (16,413.8)Adjustment transaction with non-controlled

   -

   -

   -

   -

   (85,242.6)

   (85,242.6)Put option to acquire interest in a subsidiary

   -

   -

   -

   (54.1)

   -

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

   -

   -

   -

   -

   (2,406.4)

   (28.2)Transactions among shareholsers

   -

   -

   -

   -

   (1,251.7)

   (1,251.7)At December 31, 2013

   (72.3)

   132.3

   (1,003.1)

   (2,057.3)

   (74,652.3)

   (75,382.3)


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(d.1) Fair value adjustment on available-for-sale securities  Ambev S.A. had, until the date of the Contribution of Shares, participation without significant influence on Old Ambev, which was classified as equity security available for sale and therefore valued at market value. As explained in note 1 (c) on the basis of presentation of the Ambev S.A. predecessor financial statementsbefore the Contribution of Shares on June 17, 2013, the valuation of the stake in Old Ambev at market value was reversed to reflect the predecessor basis of accounting.  (d.2) Translation reserves  The translation reserves comprise all foreign currency exchange differences arising from the translation of the financial statements with a 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 39Financial Instruments: Recognition and Measurementhedge accounting rules.  (d.3) Cash flow hedging 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 (Note 27 -Financial instruments and risks).  (d.4) 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 a timely basis considering best estimate obtained by Management. Accordingly, the Company recognizes on a quarterly basis the results of these estimated actuarial gains and losses according to the expectations presented based on an independent actuarial report. (d.5) Put option of a subsidiary interest As part of the shareholders agreement between the Ambev S.A. and ELJ, an option to sell (“put”) and to purchase (“call”) was issued, which may result in an acquisition by Ambev S.A. of the remaining shares of CND, for a value based  on EBITDA multiples and exercisable annually until 2019. On December 31, 2013 the put option held by ELJ is valued at R$2,520.7 and the liability was recorded against equity in accordance with the IFRS 3 and categorized as “Level 3”. No value has been assigned to the call option held by the Company. 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 they are revaluated on an annual


basis at the same moment that the Company applies the impairment test. The changes in Level 3 are presented as Note27 -Financial instruments and risks.


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(d.6) Accounting for acquisition of non-controlling interests As determined by IAS 27 – Consolidated and Separate Financial Statements, in paragraph 30 and 31, any difference between the amount paid (fair value) for the acquisition of non-controlling interests and the related book value of such non-controlling interest shall be recognized directly in controlling shareholders’ equity. The acquisition of non-controlling interest related to Old Ambev, the abovementioned adjustment was recognized in the Carrying value adjustments.  (e)Earnings per share Basic and diluted earnings per share The calculation of basic earnings per share is based on the net income attributable to equity holders of Ambev S.A. and the proportional weighted average number of shares outstanding during the year. Diluted earnings per shareis based on the net income attributable to equity holders of Ambev S.A. and theadjusting the weighted average number of shares outstandingduring the yearto assume conversion of all potentially dilutive shares, as follows:  Million shares

   2013

   

   2012 (i)

   

   2011 (i)Common

   

   Common

   

   CommonIssued shares at December 31, net of treasury shares (ii)

   12,678

   

   9,694

   

   9,694Effect of shares options

   146

   

   146

   

   140Weighted average number of shares (diluted) atDecember 31

   12,823

   

   9,840

   

   9,840
  (i) The information related to the earnings per share calculation of 2012 and 2011 were restated to reflect the effect of capital contributions, as described in Note 1 (c).  (ii) Not considered treasury shares. Basic and diluted earnings per share before special items The calculation of earnings per share before special items is based on the net income before special items, attributable to equity holders of Ambev S.A..  The tables below present the calculation of earnings per share (“EPS”):


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2013

   

   2012

   

   2011Common

   

   Common

   

   CommonIncome attributable to equity holders of Ambev

   9,535.0

   

   6,327.3

   

   5,106.2Weighted average number of shares (ii)

   12,678

   

   9,694

   

   9,694Basic EPS (i)

   0.75

   

   0.65

   

   0.53Income attributable to equity holders of Ambev

   9,535.0

   

   6,327.3

   

   5,106.2Weighted average numbers of shares (diluted)

   12,824

   

   9,840

   

   9,833Diluted EPS (i)

   0.74

   

   0.64

   

   0.52
 (i) Expressed in Brazilian Reais.  (ii) Ambev S.A. had 9,694 millioncommon shares outstanding immediately after ABI’s contribution of its Old Ambev common and preferred shares to Ambev S.A. in June 2013.  These 9,694 Ambev S.A common shares were reflected retrospectively in 2012 and 2011 as being outstanding both for purposes of the basic and diluted earnings per share figures shown in this table.  Later in 2013, Ambev S.A. issued another 5,969 common shares in connection with the consummation of Old Ambev’s stock swap merger with Ambev S.A.  The Ambev S.A. common shares issued in connection with the referred stock swap merger were considered from their issuance date and, therefore, represented only an additional 2,984 common shares for purposes of calculating the weighted average number of Ambev S.A. common shares for 2013.  The effect of special items on income attributable to equity holders of Ambev S.A. is R$(21.3) in 2013 (R$(25.0) in 2012 and R$(41.1) in 2011). Therefore, basic EPS before special items is R$0.75 in 2012 (R$0.66 in 2012 and 0.54 in 2011), and diluted EPS before special items is R$0.75 in 2013 (R$0.65 in 2012 and 0.53 in 2011).
 (f) Destinations  At December 31, 2013, the Company has done the appropriations to retained earnings, in accordance with the Brazilian Corporate law and the Company’s bylaws.The dividends payments made until December 2013 were approved at the Board of Directors’ Meeting. Additionally, on January 6, 2014 (Note 34) additional dividends deducted from net income of the year-ended 2013 were proposed. Regarding the basis for dividends, the Company believes that the predecessor basis of accounting, as well as its presentation for comparative purposes, will not affect the determination of the minimum mandatory dividend. Therefore, the Company intends to adjust the calculation basis of the minimum mandatory dividend to delete any current and future impacts on net income resulting from the adoption of this accounting practice, related to the amortization/depreciation of surplus assets or even a possible impairment of goodwill.


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2013

   

   2012

   

   2011Net income

   9,535.0

   

   6,327.3

   

   5,146.4Accounting basis of the predecessor cost adjustment

   (2,212.1)

   

   (6,313.7)

   

   (5,144.8)Net income adjusted

   7,322.9

   

   13.6

   

   1.6Adjustment change in accounting practice

   -

   

   32.9

   

   37.1Retained earnings

   -

   

   14.1

   

   26.3Prescribed dividends

   15.6

   

   -

   

   -Reversal effect of revaluation of fixed assets by predecessor

   39.3

   

   -

   

   -Retained earnings basis for dividends and destinations

   7,377.8

   

   60.6

   

   65.0Dividends distributed and accrued to distributeDividends and Interest on capital paid based on profit

   2,036.0

   

   58.2

   

   48.8Interest on capital approved for distribution (Note 35)

   3,978.5

   

   -

   

   -Total of dividends

   6,014.5

   

   58.2

   

   48.8Percentage of distributed profit

   82%

   

   96%

   

   75%Calculation of the provision for dividend distribution for the year ended 2013:Net income adjusted

   7,377.8Percentage of mandatory dividend in accordance with Company's bylaws

   40%Mandatory dividend in accordance with Company's bylaws

   2,951.1Dividends distributed and accrued to distribute

   (2,036.0)Dividends to distribute - Provision

   915.1
 22. INTEREST-BEARING LOANS AND BORROWINGS  This note disseminates contractual information on the position of loans and financing of the Company. The Note 27 - Financial instruments and risks publishes additional information with respect to exposure of the Company to the risks of interest rate and currency. Non-current liabilities

   2013

   2012Secured bank loans

   449.9

   243.8Unsecured bank loans

   884.1

   1,462.4Debentures and unsecured bond issues

   336.6

   429.7Other unsecured loans

   163.4

   151.5Financial leasing

   19.5

   18.61,853.5

   2,306.0Current liabilitiesSecured bank loans

   203

   65.2Unsecured bank loans

   808.9

   753.8Debentures and unsecured bond issues

   -

   -Other unsecured loans

   26.9

   17.2Financial leasing

   1.8

   1.61,040.6

   837.8
  The Company's debt was structured in a manner to avoid significant concentration of maturities in each year and tied to different interest rates. The most significant rates are: (i) flat rate for the


Bond 2017 and debts ofBanco Nacional de Desenvolvimento Economico e Social(BNDES); (ii) basket of currencies (UMBNDES) and Interest Rate (TJLP) toloans from BNDES and variable rates for loans in dollar.


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At December 31, 2012 debts presented the following interest rates: 2013

   

   

   2012Debt instruments

   Average rate %

   Current

   Non-current

   

   Average rate %

   Current

   Non-currentDebt denominated in USD fixed rate

   0.51%

   123.4

   36.8

   

   0.00%

   -

   -Debt denominated in USD floating rate

   1.48%

   171.1

   207.5

   

   6.14%

   147.5

   270.7BNDES basket debt floating rate (UMBNDES)

   1.75%

   153.2

   189.2

   

   1.76%

   126.7

   252.2Other latin american currency floating rate

   8.07%

   17.9

   11.1

   

   6.81%

   5.7

   73.3Other latin american currency fixed rate

   13.00%

   -

   47.1

   

   0.00%

   -

   -TJLP BNDES denominated floating rate (TJLP)

   7.17%

   513.0

   741.0

   

   6.79%

   473.8

   1,077.7Reais debt - ICMS fixed rate

   3.01%

   26.9

   163.4

   

   3.38%

   17.2

   151.5Reais debt - fixed rate

   7.07%

   35.1

   457.4

   

   7.90%

   66.9

   480.6Total

   

   1,040.6

   1,853.5

   

   

   837.8

   2,306.0
  Terms and debt repayment schedule – December 31, 2013 2013Total

   Less than 1 year

   1-2 years

   2-3 years

   3-5 years

   More than 5 yearsSecured bank loans

   652.9

   203.0

   190.2

   107.7

   70.8

   81.2Unsecured bank loans

   1,693.1

   809.0

   450.8

   348.3

   85.0

   -Debentures and unsecured bond issues

   336.6

   -

   -

   57.6

   279.0

   -Unsecured other loans

   190.3

   26.8

   52.5

   34.2

   22.2

   54.6Finance lease liabilities

   21.2

   1.8

   1.8

   1.6

   3.5

   12.52,894.1

   1,040.6

   695.3

   549.4

   460.5

   148.3
 Terms and debt repayment schedule – December 31, 2012 2012Total

   Less than 1 year

   1-2 years

   2-3 years

   3-5 years

   More than 5 yearsSecured bank loans

   309.0

   65.2

   97.2

   47.2

   53.3

   46.1Unsecured bank loans

   2,216.2

   753.8

   617.2

   492.4

   340.3

   12.5Debentures and unsecured bond issues

   429.7

   (0.1)

   -

   61.7

   368.1

   -Unsecured other loans

   168.7

   17.3

   23.4

   23.8

   22.0

   82.2Finance lease liabilities

   20.2

   1.6

   2.7

   5.1

   5.6

   5.23,143.8

   837.8

   740.5

   630.2

   789.3

   146.0  Contract clauses (covenants) The Company's loans have equal rights to payment without subordination clauses. Except for the credit lines due to FINAME contracted by the Company with BNDES, where collateral is provided on assets acquired with the credit granted which serve as collateral; other loans and financing contracted by the Company provide only guarantees as collateral of other companies of the group. The loan contracts contain financial covenants including: • Going-concern;


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• Maintenance, in useor in good condition for the business, ofthe Company's properties; • Restrictions on acquisitions, mergers, sale or disposal of its assets; •Disclosure of financial statements under Brazilian GAAP and IFRS; prohibition related to new real guarantees for loans contracted, except if: (i) expressly providedthe Company's bylaws or local law, (ii) new loans contracted from financial institutions linked to the Brazilian government - including the BNDES or foreign governments; - or foreign governments, multilateral financial institutions (eg World Bank) or located in jurisdictions in whichthe Companyoperates; These clauses apply to the extent that the events mentioned produce material adverse effects onthe Companyand / or its subsidiaries or the rights of its creditors, and, in the event of a breach, the Company is usually provided a grant a grace period to cure such default. Additionally, all agreements entered into with the BNDES are subject to certain “provisions applicable to agreements entered into with the BNDES” (“Provisions”). Such Provisions require the borrower, to obtain prior consent of BNDES if they, for instance, wish to: (i) raise new loans (except for loans described in the Provisions); (ii) give preference and/or priority to other debts; and/or (iii) dispose of or encumber any item of their fixed assets (except as provided for in the Provisions). As at December 31, 2013, the Company was in compliance with all its contractual obligations for its loans and financings.  23. EMPLOYEE BENEFITS The Company sponsors pension plans to defined benefit to employees in Brazil and subsidiaries located in the Dominican Republic, Argentina, Bolivia and Canada based on employees' salaries and length of service. The entities are governed by local regulations and practices of each individual country as well as the relationship with the Company’s private pension funds and their composition. Ambev S.A. provides post-employment benefits, including pension benefits and medical and dental care. Post-employment benefits are classified as either defined contribution or defined benefit plans. The defined benefit plans and the other post-employment benefits are not granted to new retirees.


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Defined contribution plans
 These plans are funded by the participants and the sponsor, and are managed by privately administered pension funds. During 2013, the Company contributed R$16.3 to these funds, which were recorded as an expense. Once the contributions have been paid, the Company has no further payment obligations. Defined benefit plans At December 31, the net liability for defined benefit plans consists of the following: 2013

   2012

   2011Present value of funded obligations

   (4,681.2)

   (4,748.6)

   (4,047.2)Fair value of plan assets

   4,088.6

   4,279.1

   3,648.5Present value of net obligations

   (592.6)

   (469.5)

   (398.7)Present value of unfunded obligations

   (644.7)

   (669.7)

   (614.4)Present value of net obligations

   (1,237.3)

   (1,139.2)

   (1,013.1)Unrecognized past service cost

   -

   -

   1.6Unrecognized assets

   (285.6)

   (612.2)

   (571.9)Net liability

   (1,522.9)

   (1,751.4)

   (1,583.4)Other long term employee benefits

   (11.9)

   (4.1)

   (1.1)Total employee benefits

   (1,534.8)

   (1,755.5)

   (1,584.5)Employee benefits amount in the balance sheet:Liabilities

   (1,558.3)

   (1,780.9)

   (1,602.9)Assets

   23.5

   25.5

   18.5Net liabilities

   (1,534.8)

   (1,755.4)

   (1,584.4)
  The changes in the present value of the defined benefit obligations were as follows: 2013

   2012

   2011Defined benefit obligation at 1 January

   (5,418.3)

   (4,661.6)

   (3,841.3)Service cost

   (59.9)

   (52.2)

   (42.5)Interest cost

   (302.2)

   (287.3)

   (264.5)Acquisition through business combination

   -

   (76.6)

   -Gains and (losses) on settlements or reductions in benefits

   25.2

   0.3

   9.8Contributions by plan participants

   (3.2)

   (3.2)

   (2.7)Actuarial gains and (losses) - geographical assumptions

   (155.1)

   33.0

   (60.3)Actuarial gains and (losses) - financial assumptions

   592.6

   (295.1)

   (345.1)Experience adjustment

   (75.9)

   (8.5)

   (102.2)Exchange differences

   (281.9)

   (404.0)

   (303.2)Benefits paid

   352.8

   336.9

   290.4Defined benefit obligation at 31 December

   (5,325.9)

   (5,418.3)

   (4,661.6)
  The present value of funded obligations include R$470.5 (R$572.9 in 2012 and R$502.6 in 2011) of two health care plans for which the benefits are provided directly by Fundação Zerrenner. Fundação Zerrenner is a legally distinct entity whose main goal is to provide the


Company’s current and retired employees and managers with health care and dental assistance, technical and superior education courses, maintaining facilities for assisting and helping elderly people, among other things, through direct initiatives or through financial assistance agreements with other entities.


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The changes in the fair value of plan assets are as follows: 2013

   2012

   2011Fair value of plan assets at 1 January

   4,279.1

   3,648.5

   3,471.2Interest Income

   272.8

   262.9

   220.7Administrative costs

   (5.0)

   (4.6)

   (5.0)Expected Return excluding interest income

   (110.4)

   267.8

   (40.1)Acquisition through business combination

   -

   48.1

   -Contributions by employer

   128.0

   143.3

   103.1Contributions by plan participants

   3.2

   3.2

   3.1Exchange differences

   182.0

   242.2

   180.9Curtailments, settlements and others

   (308.3)

   -

   -Benefits paid excluding costs of administration

   (352.8)

   (332.3)

   (285.3)Fair value of plan assets at 31 December

   4,088.6

   4,279.1

   3,648.6
  Expected real return on plan assets generated a loss of R$(368.8) (gain of R$26.0 in 2012 and R$12.1 in 2011). At December 31, 2013, the Company recorded R$23.5 up to the asset ceiling not exceeding the present value of future benefits expected to flow to the Company. Therefore, this asset does not duplicate the treatment of actuarial losses or past service cost. The changes in the asset ceiling are as follow: 2013

   2012

   2011Asset ceiling impact at 1 January

   25.5

   18.5

   20.9Interest expense

   2.1

   (57.7)

   (53.0)Change in asset ceiling excluding amounts included in interest expense

   (4.2)

   64.7

   50.6Asset ceiling impact at 31 December

   23.5

   25.5

   18.5
  The revenue/(expense) recognized in the income statement with regard to defined benefit plans is detailed as follows: 2013

   2012

   2011Current service costs

   (59.9)

   (54.6)

   (48.9)Administrative costs

   (5.0)

   (4.6)

   (5.0)(Gains) losses on settlements and curtailments

   25.2

   (1.6)

   10.2(39.7)

   (60.8)

   (43.7)Financial cost

   (85.7)

   (82.0)

   (60.5)Total expense for employee benefits

   (125.4)

   (142.8)

   (104.2)


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The employee benefit revenue/(expenses) are included in the following line items in the income statement: 2013

   2012

   2011Cost of sales

   (23.2)

   (22.7)

   (15.5)Sales and marketing expenses

   (3.4)

   (23.4)

   (21.0)Administrative income

   (17.9)

   (14.7)

   (7.2)Financial expenses

   (80.9)

   (82.0)

   (60.5)(125.4)

   (142.8)

   (104.2)
  The assumptions used in the calculation of the obligations are as follows:  2013

   2012

   2011Discount rate

   6.6%

   5.7%

   6.1%Inflation

   2.7%

   2.8%

   3.1%Future salary increases

   3.9%

   4.1%

   4.0%Future pension increases

   2.7%

   2.7%

   2.8%Medical cost trend rate

   7,0% 9.a. reducing to 5,6%

   7,4% p.a. reducing to 5,9%

   7.6% p.a. reducing to 5.6%Dental claims trend rate

   4.5%

   4.5%

   4.5%Life expectation for an over 65 years old male

   84

   84

   84Life expectation for an over 65 years old female

   86

   86

   86
 Through its defined benefit pension plans and post-employment medical plans, the Company is exposed to a number of risks, the most significant are detailed below:  Asset volatility  The plan liabilities are calculated using a discount rate set with reference to high quality corporate yields; if plan assets underperform this yield, the Company’s net defined benefit obligation may increase. Most of the Company’s funded plans hold a significant proportion of equities, which are expected to outperform corporate bonds in the long-term while providing volatility and risk in the short-term. As the plans mature, the Company usually reduces the level of investment risk by investing more in assets that better match the liabilities. However, the Company believes that due to the long-term nature of the plan liabilities, a level of continuing equity investment is an appropriate element of the Company’s long-term strategy to manage the plans efficiently.  Changes in bond yields  A decrease in corporate bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans’ bond holdings.


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Inflation risk   Some of the Company’s pension obligations are linked to inflation, and higher inflation will lead to higher liabilities. The majority of the plan’s assets are either unaffected by or loosely correlated with inflation, meaning that an increase in inflation could potentially increase the Company’s net benefit obligation.  Life expectancy  The majority of the plans’ obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in the plans’ liabilities. In case of funded plans, the Company ensures that the investment positions are managed within an asset-liability matching (ALM) framework that has been developed to achieve long-term investments that are in line with the obligations under the pension schemes. Within this framework, the Company’s ALM objective is to match assets to the pension obligations by investing in long-term fixed interest securities with maturities that match the benefit payments as they fall due and in the appropriate currency. The Company actively monitors how the duration and the expected yield of the investments are matching the expected cash outflows arising from the pension obligation. The Company has not changed the processes used to manage its risks from previous periods.  The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is: 2013Change inassumption

   Increase inassumption

   Decrease inassumptionMedical cost trend rate

   100 bases points

   (78.3)

   67.2Discount rate

   50 bases points

   287.8

   (309.6)Future salary increase

   50 bases points

   (15.8)

   15.3Longevity

   One year

   (161.5)

   166.1
  The data presented in these tables are purely hypothetical and are based on changes in individual assumptions holding all other assumptions constant; economic conditions and changes therein will often affect multiple assumptions at the same time and the effects of changes in key assumptions are not linear. Therefore, the above information is not necessarily a reasonable representation of future results.


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The plan assets at December 31, consist of the following: 2013

   

   2012

   

   2011Rated

   Unrated

   Total

   

   Rated

   Unrated

   Total

   

   Rated

   Unrated

   TotalGovernment bonds

   21%

   0%

   21%

   

   17%

   0%

   17%

   

   17%

   0%

   17%Corporate bonds

   17%

   0%

   17%

   

   20%

   0%

   20%

   

   20%

   0%

   20%Equity instruments

   40%

   0%

   40%

   

   40%

   0%

   40%

   

   40%

   0%

   40%Property

   0%

   1%

   1%

   

   0%

   0%

   0%

   

   0%

   0%

   0%Others

   21%

   0%

   21%

   

   23%

   0%

   23%

   

   23%

   0%

   23%
  The overall expected rate of return is calculated by weighting the individual rates in accordance with the anticipated share in the total investment portfolio. Ambev S.A. recognizes the assets of that plan (prepaid expenses) to the extent of the value of economic benefit available to Ambev S.A., from refunds or reductions in future contributions, in this case in an amount equivalent to the corresponding actuarial liabilities. Ambev S.A. expects to contribute approximately R$103.4 to its defined benefit plans in 2014.  24. SHARE-BASED PAYMENTS There are different share-based payment programs and stock option plans which allow the senior management from economic group to receive or acquire sharesof 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 2Share‐based Paymentrequirement 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: (i) for the first type of grant, 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 1”) and; (ii) for the second type of grant, the beneficiary may exercise the options after a period of five years (“Grant 2”). Additionally, to encourage managers to be mobile, some options granted in previous years of 2010 were modified, where the dividend protection features of such options were canceled in exchange for issuing 222 thousand options in 2013 (345 thousand options in 2012), representing the economic value of the dividend protection feature eliminated. As there was no change to the fair value of the original award immediately prior to the modification and the fair value of the modified award immediately after the change, no additional expense was recorded as a result of this change.  As mentioned in Note 1 (b), the EGM occurred on July 30, 2013 approved the Stock Swap Merger, through which each Old Ambev common and preferred share, not owned by Ambev


S.A., was exchanged for five new Ambev S.A. common shares. Theholders of ADSs representing Common or Preferred shares of Old Ambev, received five Ambev S.A. ADSs for each Old Ambev ADS exchanged. This development was also considered for the comparative calculations shown below.


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The weighted average fair value of the options and assumptions used in applying theAmbevoption pricing model for the 2013, 2012 and 2011 grants are as follows:  In R$

   2013(i)

   

   2012(i)

   

   2011(i)Fair value of options granted

   6.1

   

   5.6

   

   4.5Share price

   17.1

   

   17.1

   

   11.1Exercise price

   17.1

   

   17.1

   

   9.3Expected volatility

   32.8%

   

   33.0%

   

   33.7%Vesting year

   5.0

   

   4.4

   

   4.3Expected dividends

   de 0% a 5%

   

   de 0% a 5%

   

   0% to 5%Risk-free interest rate

   1,9% à 12,6%

   (ii)

   2,1% à 11,2%

   (ii)

   3.1% to 11.9%

   (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 ADSs during the period, in which the risk-free interest rate of ADSs are calculated in U.S. dollar.   The total number of outstanding options developed as follows: Thousand options

   2013

   2012

   2011Options outstanding at January 1

   143,915

   147,810

   131,265Options issued during the period

   13,056

   15,515

   28,120Options exercised during the period

   (7,219)

   (12,500)

   (8,640)Options forfeited during the period

   (2,034)

   (6,910)

   (2,935)Options outstanding at ended year

   147,718

   143,915

   147,810
  The range of exercise prices of the outstanding options is between R$1.83 (R$2.30 as of December 31, 2012 and R$2.38 as of December 31, 2011) and R$17.84 (R$17.84 as of December 31, 2012 and R$13.42 as of December 31, 2011) and the weighted average remaining contractual life is approximately 8.01 years (8.15 years as of December 31, 2012 and 8.59 as of December 31, 2011). Of the 147,718 thousand outstanding options (143,915 thousand as of December 31, 2012), 34,750 thousand options are vested as at December 31, 2013 (25,210 thousand as of December 31, 2012).


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The weighted average exercise price of the options is as follows: In R$ per share

   2013

   2012

   2011Options outstanding at January 1

   7.2

   6.0

   4.9Options issued during the period

   17.0

   17.2

   11.0Options forfeited during the period

   8.1

   2.8

   4.8Options exercised during the period

   2.7

   2.8

   2.7Options outstanding at ended period

   6.3

   7.2

   6.0Options exercisable at ended period

   3.3

   3.8

   2.6
  For the options exercised during 2013, the weighted average share price on the exercise date was R$15.64.  To settle stock options, the Company may use treasury shares. The current limit of authorized capital is considered sufficient to meet all stock option plans. During the period, Ambev S.A. issued 4,270 thousand (4,837 in 2012) 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 a fair value of approximately R$76.5 (R$47.5 in 2012), and cliff vest after five years. The total number of shares purchased under the plan of shares by employees, whose grant is deferred to a future time under certain conditions (deferred stock), is shown below:  Thousand deferred shares

   2013

   2012

   2011Deferred shares outstanding at January 1

   11,530

   6,960

   -New deferred shares during the period

   4,270

   4,835

   7,055Deferred shares forfeited during the period

   (212)

   (265)

   (95)Deferred shares outstanding at ended year

   15,588

   11,530

   6,960
 Additionally, certain employees and directors of the Company receive options to acquire ABI shares, the compensation cost of which is recognized in the income statement against equity in Ambev S.A.’s financial statements as of December 31, 2013. These share-based payments generated an expense of R$187.6 in the period ended December 31, 2013 (R$144.6 for the period ended December 31, 2012), recorded as Administrative expenses.


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25. TRADE AND OTHER PAYABLES ****  Non-current

   2013

   2012Trade payables

   69.4

   45.0Deferred sales tax (i)

   517.7

   528.8Other taxes, charges and contributions

   365.2

   250.5Derivative financial instruments with negative fair values

   32.5

   4.2Put option of a subsidiary interest (ii)

   537.3

   2,125.8Other payables

   34.8

   109.71,556.9

   3,064.0CurrentTrade payables and accrued expenses

   7,925.3

   6,560.6Payroll and social security payables

   722.1

   566.1Indirect taxes payable

   2,177.4

   2,046.8Deferred sales tax (i)

   57.6

   54.7Interest payable

   20.5

   38.7Derivative financial instruments with negative fair values

   945.6

   1,051.7Dividends and interest on capital payable

   1,095.2

   3,099.9Put option of a subsidiary interest (ii)

   1,983.5

   -Other payables

   180.3

   160.815,107.5

   13,579.3
 (i) The deferred value-added sales tax is related to the deferred scheduling of ICMS payables offered by certain states in Brazil, as part of incentive programs. The deferred percentages can be fixed depending on the program, or fluctuate between 65% to 90% in the first year, and 50% through the last year. The deferred amounts are usually indexed to a general price index. (ii) As part of the shareholders’ agreement between Ambev S.A. and ELJ, a put option was issued that may lead to acquisition by Ambev S.A. of the remaining shares in CND. 26. PROVISIONS Balance as ofDecember 31, 2012

   Effect of changesin foreignexchange rates

   Provisionsmade

   Provisionsused andreversed

   Balance as ofDecember 31, 2013Restructuring

   4.4

   0.3

   4.3

   (3.0)

   6.0Lawsuits tax, labor, civil and othersCivil

   30.4

   (0.9)

   22.8

   (42.8)

   9.5Taxes on sales

   183.8

   -

   148.6

   (190.8)

   141.6Income tax

   151.0

   3.6

   153.5

   (158.2)

   149.9Labor

   180.1

   (0.8)

   208.7

   (213.6)

   174.4Others

   105.9

   1.2

   110.7

   (122.5)

   95.3Total

   651.2

   3.1

   644.3

   (727.9)

   570.7Total provisions

   655.6

   3.4

   648.6

   (730.9)

   576.7


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Total

   1 year or less

   1-2 years

   2-5 years

   Over 5 yearsRestructuring

   6.0

   5.4

   0.6

   -

   -Lawsuits tax, labor, civil and othersCivil

   9.5

   1.3

   2.6

   5.2

   0.4Taxes on sales

   141.6

   44.7

   30.4

   62.0

   4.5Income tax

   149.9

   30.3

   37.5

   76.5

   5.6Labor

   174.4

   52.7

   38.2

   77.8

   5.7Others

   95.3

   10.6

   26.6

   54.1

   4.0Total

   570.7

   139.6

   135.3

   275.6

   20.2Total provisions

   576.7

   145.0

   135.9

   275.6

   20.2
 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) Sales taxes In Brazil, the Company and its subsidiaries are involved in several administrative and judicial proceedings related to 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 approximately 4,108 labor proceedings with former employees or former employees of service providers. The main issues involve overtime and related effects and respective charges. (c) Other lawsuits The Company is involved in several lawsuits brought by former distributors which are mainly claiming damages resulting from the termination of their contracts. The processes with possible probabilities are disclosed in Note 30.  27. FINANCIAL INSTRUMENTS AND RISKS  27.1) 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.  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 S.A. 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.


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The policy establishes that all the financial assets and liabilities in each country where Ambev S.A. 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.A.’s revenues, costs and/or investment amounts. The policy states that all the currently known risks (e.g. foreign currency and interest) shall be mitigated by contracting derivative instruments. Existing risks not yet evident (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 instruments. Most of the translation risks are not mitigated. Any exception to the policy must be approved by the Board of Directors.  The Company’s operations are subject to the risk factors described below:  (a) Market risk  a.1) Foreign currency risk  The Company incurs foreign currency risk on borrowings, investments, purchases, dividends and/or interest expense/income whenever they are denominated in a 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.  Foreign currency risk on operational activities As far as foreign currency risk on firm commitments and forecasted transactions is concerned, the Company’s policy is to apply cash flow hedge in transactions which are reasonably expected to occur.  The table below shows the main net foreign currency positions on December 31, 2013, and the exposure may vary from ten to fourteen months, according to the Company’s Financial Risk Management Policy. Positive values ​​indicate that the Company is long (net future cash inflows) while negative values ​​indicate that the Company is short (net future cash outflows).


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2013

   

   2012Totalexposed

   Derivativestotal

   Open position

   

   Totalexposed

   Derivativestotal

   Open positionDollar

   (5,605.8)

   5,605.8

   -

   

   (4,746.3)

   4,746.3

   -Euro

   (394.1)

   394.1

   -

   

   (194.9)

   194.9

   -Pound Sterling

   -

   -

   -

   

   (22.1)

   22.1

   -(5,999.9)

   5,999.9

   -

   

   (4,963.3)

   4,963.3

   -
 Foreign currency on operating activities sensitivity analysis  As shown in the table above, the Company’s operational activities in foreign currency are protected by hedge derivative instruments, and thus the Company considers it is protected in relation to the risk of variations. regarding this risk is nil. Therefore, any variation in the prices of foreign currencies to which the Company's operations are linked, have no impact on income statement.  The estimated impact on equity from the calculation of Probable Scenario (parametric VaR) would be R$424.1; Adverse scenario (25% fluctuation) would be R$1,117.8; and Remote scenario (50% fluctuation) would be R$ 2,374.8 in the prices of foreign currencies in 2013.   a.2) 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.  Interest rate risk on borrowings in Brazilian Real  In July 2007, Ambev International Finance Co. (Ambev S.A.’s wholly-subsidiary) issued a Brazilian Real bond (Bond 2017), of R$300,000, which bears interest at 9.5% per year, with interest repayable semi-annually with final maturity in July 2017.  The Company entered into a fixed/floating interest rate swap to hedge the interest rate risk on the Bond 2017. These operations have been designated in a fair value hedge accounting relationship.  Interest rate on debt securities in Brazilian Real  During 2013, Ambev S.A. invested in government (fixed income) bonds. These instruments are categorized financial asset at fair value through profit as held for trading. The Company also purchased interest rate futures contracts to compensate for exposure to real interest rate on the


government bonds. Both instruments are measured at fair value, with the respective variations recorded in the income statement.


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The table below shows the Company’s exposure related to debts, before and after applying hedge accounting, segregated by the currency in which the debt is denominated, as well as the interest rates of the respective transactions.   2013Pre - Hedge

   Post - HedgeInterest rate

   Amount

   Interest rate

   AmountBrazilian Real

   7.2%

   1,254.0

   8.2%

   2,019.9American Dollar

   1.7%

   721.0

   1.6%

   378.4Dominican Peso

   8.1%

   29.0

   8.1%

   29.0Interest rate postfixed

   

   2,004.0

   

   2,427.3Brazilian Real

   6.6%

   682.7

   3.5%

   403.7Dominican Peso

   13.0%

   47.1

   13.0%

   47.1American Dollar

   5.7%

   160.3

   5.5%

   16.0Interest rate pre-set

   

   890.1

   

   466.82012Pre - Hedge

   

   Post - HedgeInterest rate

   Amount

   Interest rate

   AmountBrazilian Real

   6.8%

   1,527.2

   6.9%

   2,211.3American Dollar

   2.5%

   650.1

   3.4%

   280.0Dominican Peso

   10.6%

   189.0

   10.6%

   189.0Interest rate postfixed

   

   2,366.3

   

   2,680.3Brazilian Real

   6.6%

   695.2

   5.3%

   381.2Argentinean Peso

   17.0%

   0.2

   17.0%

   0.2Dominican Peso

   12.0%

   33.1

   12.0%

   33.1American Dollar

   5.7%

   49.1

   5.7%

   49.1Interest rate pre-set

   

   777.6

   

   463.6
 Interest rate sensitivity analysis To perform the sensitivity analysis, the Company took into account that the greatest possible impact on income / interest expense in the case of a short position in an interest rate futures contract is where the Referential Rate (“TR”) rises. Ambev S.A. estimated the possible loss, considering a scenario of variable interest rates.


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·Base scenario: fluctuation of interest rates, with all other variables remaining constant, based on the annual volatility using a horizon of observations of the last 250 days on December 31, 2013 ·Adverse scenario: 25% fluctuation of interest rates, with all other variables remaining constant ·Remote scenario: 50% fluctuation of interest rates, with all other variables remaining constant. 2013Probable scenario

   Adverse scenario

   Remote scenarioInterest expense impact

   26.4

   43.3

   86.6Interest income impact

   123.0

   316.5

   633.1
  a.3) 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 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 instruments have been designated as cash flow hedges.  The table below shows the major commodities net positions on December 31, 2013.   2013

   

   2012TotalExposure

   Total deDerivatives

   OpenPosition

   

   TotalExposure

   Total deDerivatives

   OpenPositionAluminum

   (875.5)

   875.5

   -

   

   (667.6)

   667.6

   -Sugar

   (342.9)

   342.9

   -

   

   (334.8)

   334.8

   -Wheat

   (445.4)

   445.4

   -

   

   (249.9)

   249.9

   -Heating oil

   (28.2)

   28.2

   -

   

   (29.7)

   29.7

   -Crude oil

   (24.2)

   24.2

   -

   

   (20.4)

   20.4

   -Natural Gas

   (5.6)

   5.6

   -

   

   (6.8)

   6.8

   -Corn

   (233.4)

   233.4

   -

   

   (319.9)

   319.9

   -Total

   (1,955.2)

   1,955.2

   -

   

   (1,629.1)

   1,629.1

   -


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Commodities sensitivity analysis  The table below shows the estimated impact on equity from the calculation of parametric VaR (Probable Scenario), 25% fluctuation (Adverse scenario) and 50% (Remote scenario) in commodities prices. As they are cash flow hedge operations, the impact in equity will generate results inversely proportional to the impact on the acquisition cost of commodities.  2013

   

   2012Probablescenario

   Adversescenario

   Remotescenario

   

   Probable scenario

   Adversescenario

   RemotescenarioAluminum

   (90.3)

   (218.9)

   (437.8)

   

   (77.5)

   (165.1)

   (330.3)Sugar

   (35.8)

   (85.7)

   (171.5)

   

   (50.3)

   (83.7)

   (167.4)Wheat

   (50.3)

   (111.4)

   (222.7)

   

   (44.4)

   (62.5)

   (125.0)Heating oil

   (2.8)

   (7.1)

   (14.1)

   

   (3.4)

   (7.2)

   (14.5)Crude oil

   (2.6)

   (6.0)

   (12.1)

   

   (3.0)

   (5.1)

   (10.2)Natural Gas

   (1.1)

   (1.4)

   (2.8)

   

   (1.4)

   (1.6)

   (3.2)Corn

   (51.3)

   (58.3)

   (116.7)

   

   (50.5)

   (80.0)

   (160.0)Impact on Equity

   (234.2)

   (488.8)

   (977.7)

   

   (230.5)

   (405.2)

   (810.6)
  (b) 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 counterparties 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.


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As of December 31, 2013, the Company held its main short-term investments with the following financial institutions: Banco do Brasil, Caixa Econômica Federal, Bradesco, Merrill Lynch, Morgan Stanley, Deutsche Bank, Itaú-Unibanco, Citibank, Toronto Dominion Bank, ING, JP Morgan Chase, Patagonia, Santander, Barclays and HSBC. The Company had derivatives agreements with the following financial institutions: Barclays, Citibank, Merril Lynch, Morgan Stanley, Deutsche Bank, Itaú-Unibanco, JP Morgan Chase, Santander, ScotiaBank, Société Générale, Banco Bisa, Banco de Crédito do Peru, BNB, BNP Paribas, Macquarie and TD Securities. The carrying amount​​of cash and cash equivalents, investment securities, trade and other receivables excluding prepaid expenses, taxes receivable and derivative financial instruments are disclosed net of provisions for impairment and represents the maximum exposure of credit risk as of December 31, 2013. There was no concentration of credit risk with any counterparties as of December 31, 2013.  (c) Liquidity risk  The Company believes that cash flows from operating activities, cash and cash equivalents and short-term investments, together with the derivative instruments and access to loan facilities are sufficient to finance capital expenditures, financial liabilities and dividend payments in the future.  The contractual maturities of non-derivative financial liabilities, including interest payments and derivative financial liabilities, are as follows:  2013Non derivatives financial liabilities

   Carryingamount

   Contractualcash flow

   Less than 1 year

   1-2 years

   2-5 years

   More than 5yearsSecured bank loans

   652.9

   693.1

   223.3

   200.3

   187.6

   81.9Unsecured bank loans

   1,693.1

   1,820.6

   883.4

   483.6

   453.6

   -Unsecured bond loans

   336.6

   473.4

   29.2

   29.2

   415.0

   -Unsecured other loans

   190.3

   362.1

   46.5

   63.7

   81.8

   170.1Finance leasing liabilities

   21.2

   26.6

   3.0

   2.9

   7.7

   13.0Trade and other payable

   14,487.7

   14,856.3

   12,995.4

   82.0

   218.1

   1,560.8Total

   17,381.8

   18,232.1

   14,180.8

   861.7

   1,363.8

   1,825.8Derivatives financial liabilitiesInterest rate derivatives

   (17.6)

   (17.3)

   -

   -

   (17.3)

   -Foreign exchange derivatives

   (113.2)

   (232.4)

   (232.3)

   (0.1)

   -

   -Interest rate and FX derivatives

   (25.9)

   (26.1)

   -

   (25.9)

   (0.2)

   -Commodity derivatives

   (210.6)

   (209.1)

   (204.0)

   (5.1)

   -

   -Total

   (367.3)

   (484.9)

   (436.3)

   (31.1)

   (17.5)

   -


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2012Non derivatives financial liabilities

   Carryingamount

   Contractualcash flow

   Less than 1 year

   1-2 years

   2-5 years

   More than 5yearsSecured bank loans

   309.0

   329.3

   72.5

   102.8

   106.8

   47.2Unsecured bank loans

   2,216.2

   2,534.1

   890.3

   713.0

   913.5

   17.3Unsecured bond loans

   429.7

   689.7

   129.9

   81.6

   478.2

   -Unsecured other loans

   168.7

   272.8

   17.5

   34.9

   64.2

   156.2Finance leasing liabilities

   20.1

   24.2

   2.7

   3.7

   12.4

   5.4Bank overdraft

   0.1

   0.1

   0.1

   -

   -

   -Trade and other payable

   13,565.6

   13,760.8

   10,538.2

   89.7

   223.6

   2,909.3Total

   16,709.4

   17,611.0

   11,651.2

   1,025.7

   1,798.7

   3,135.4Derivatives financial liabilitiesInterest rate derivatives

   20.7

   20.7

   -

   -

   20.7

   -Foreign exchange derivatives

   (413.8)

   (413.8)

   (413.7)

   -

   (0.1)

   -Interest rate and FX derivatives

   (206.9)

   (206.9)

   (213.9)

   -

   7.0

   -Commodity derivatives

   (84.7)

   (84.8)

   (84.0)

   (0.8)

   -

   -Total

   (684.7)

   (684.8)

   (711.6)

   (0.8)

   27.6

   -
 (d) Capital management  Ambev S.A. 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 S.A. 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.  27.2) Financial instruments:  (a) Financial instruments categories  Management of these 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.).


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The table below shows all financial instruments recognized in the financial statements, segregated by category:   2013Loans andreceivables

   Held fortrading

   Avaiablefor sale

   Financialassets/liabilitiesat fair valuethrough profitor loss

   Derivativeshedge

   Financialliabilities throughamortized cost

   TotalFinancial assetsCash and cash equivalents

   11,285.8

   -

   -

   -

   -

   -

   11,285.8Investment securities

   -

   63.8

   -

   288.6

   -

   -

   352.4Trade and other receivables excluding prepaid expenses and taxes receivable

   4,953.2

   -

   -

   -

   -

   -

   4,953.2Financial instruments derivatives

   -

   -

   -

   250.0

   361.3

   -

   611.3Total

   16,239.0

   63.8

   -

   538.6

   361.3

   -

   17,202.7Financial liabilitiesTrade and other payables excluding tax payables

   -

   -

   -

   2,520.7

   -

   10,623.1

   13,143.8Financial instruments derivatives

   -

   -

   -

   653.6

   324.3

   -

   977.9Interest-bearning loans and borrowings

   -

   -

   -

   -

   -

   2,894.1

   2,894.1Total

   -

   -

   -

   3,174.3

   324.3

   13,517.2

   17,015.82012Loans andreceivables

   Held fortrading

   Avaiablefor sale

   Financialassets/liabilitiesat fair valuethrough profitor loss

   Derivativeshedge

   Financialliabilities throughamortized cost

   TotalFinancial assetsCash and cash equivalents

   8,974.3

   -

   -

   -

   -

   -

   8,974.3Investment securities

   -

   61.4

   373.4

   291.2

   -

   -

   726.0Trade and other receivables excluding prepaid expenses and taxes receivable

   3,612.5

   -

   -

   -

   -

   -

   3,612.5Financial instruments derivatives

   -

   -

   -

   200.1

   171.0

   -

   371.1Total

   12,586.8

   61.4

   373.4

   491.3

   171.0

   -

   13,683.9Financial liabilitiesTrade and other payables excluding tax payables

   -

   -

   -

   2,125.8

   -

   11,164.4

   13,290.2Financial instruments derivatives

   -

   -

   -

   686.7

   369.1

   -

   1,055.8Interest-bearning loans and borrowings

   -

   -

   -

   -

   -

   3,143.7

   3,143.7Total

   -

   -

   -

   2,812.5

   369.1

   14,308.1

   17,489.7
  (b) Classification of financial instruments by type of fair value measurement  IFRS 13Fair Value Measurementdefines 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;


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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.    2013Level 1

   Level 2

   Level 3

   TotalFinancial assetsFinancial asset at fair value through profit or loss

   288.6

   -

   -

   288.6Derivatives assets at fair value through profit or loss

   62.3

   187.7

   -

   250.0Derivatives - cash flow hedge

   154.3

   131.1

   -

   285.5Derivatives - investment hedge

   0.7

   75.2

   -

   75.9505.9

   394.0

   -

   900.0Financial liabilitiesFinancial liabilities at fair value through profit and loss (i)

   -

   -

   2,520.7

   2,520.7Derivatives liabilities at fair value through profit or loss

   38.4

   615.2

   -

   653.6Derivatives - cash flow hedge

   160.9

   80.5

   -

   241.4Derivatives - fair value hedge

   -

   17.4

   -

   17.4Derivatives - investment hedge

   31.0

   34.5

   -

   65.6230.3

   747.6

   2,520.7

   3,498.72012Level 1

   Level 2

   Level 3

   TotalFinancial assetsFinancial asset at fair value through profit or loss

   291.2

   -

   -

   291.2Derivatives assets at fair value through profit or loss

   33.9

   166.2

   -

   200.1Derivatives - cash flow hedge

   32.8

   67.2

   -

   100.0Derivatives - fair value hedge

   -

   20.8

   -

   20.8Derivatives - investment hedge

   31.6

   18.6

   -

   50.1389.5

   272.8

   -

   662.2Financial liabilitiesFinancial liabilities at fair value through profit and loss (i)

   -

   -

   2,125.8

   2,125.8Derivatives liabilities at fair value through profit or loss

   40.0

   646.7

   -

   686.7Derivatives - cash flow hedge

   87.7

   156.7

   -

   244.5Derivatives - fair value hedge

   -

   -

   -

   -Derivatives - investment hedge

   23.5

   101.1

   -

   124.6151.2

   904.5

   2,125.8

   3,181.6


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(i) As part of the shareholders agreement between Ambev S.A. and ELJ, a sale option (“put”) and the purchase (“call”) was issued, which may result in an acquisition by Ambev S.A.  the remaining shares of CND, for a value based  on EBITDA multiples and exercisable annually until 2019. On December 31, 2013 the option of sale held by ELJ is valued at R$2,520.7 and liabilities was recorded with counterpart in net worth in accordance with the IFRS 3Business Combinationsand categorized as “Level 3”. No value has been assigned the purchase option held by the Ambev S.A.. The fair value of this consideration deferred was calculated by using standard techniques of exploitation (present value of the principal amount and interest rate futures, discounted by the market rate). The criteria used are based on market information from reliable sources and they are revaluated on an annual basis at the same moment that the Company applies the impairment test. The changes in Level 3 are presented as follows: Reconciliation of changes in the categorization of Level 3  Financial liabilities at December 31, 2012

   2,125.8Losses recognized in net income

   139.5Losses recognized in equity

   255.5Financial liabilities at December 31, 2013

   2,520.7
  (c) Fair value of financial liabilities measured at amortized cost  The Company’s liabilities, interest-bearing loans and borrowings, trade and other 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 period.  Had the Company recognized its financial liabilities measured at amortized at cost, at market value, it would have recorded an additional loss, before income tax and social contribution, of approximately R$(11.6) on December 31, 2013 (R$(28.6) on December, 31 2012), as presented below:  2013

   

   2012Financial liabilities

   Book

   Market

   Difference

   

   Book

   Market

   DifferenceInternational financing (other currencies)

   593.8

   593.8

   -

   

   531.1

   531.1

   -FINEP

   86.4

   86.4

   -

   

   -

   -

   -BNDES/CCB

   1,723.4

   1,723.4

   -

   

   2,109.8

   2,109.8

   -Bond 2017

   279.0

   290.6

   (11.6)

   

   314.0

   342.6

   (28.6)Fiscal incentives

   190.2

   190.2

   -

   

   168.7

   168.7

   -Finance leasing

   21.2

   21.2

   -

   

   20.2

   20.2

   -Trade and other paylables

   10,623.1

   10,623.1

   -

   

   11,164.4

   11,164.4

   -13,517.1

   13,528.7

   (11.6)

   

   14,308.2

   14,336.8

   (28.6)
  The criterion used to determine the market value of the debt securities was based on quotations of investment brokers, on quotations of banks which provide services to Ambev S.A. and on the secondary market value of bonds as of December 31, 2013, being approximately 96.88% for Bond 2017 (114.21% at December 31, 2012).


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(d) Derivate financial instruments  To meet its objectives, the Company and its subsidiaries use currency, interest, and commodity derivative instruments. Derivative instruments authorized by the Financial Risk Management Policy are futures contracts traded on exchanges, full deliverable forwards, non-deliverable forwards, swaps and options. At December 31, 2013, 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. This occurs in the period of up to fourteen months from the balance sheet date in accordance with the Company’s Financial Risk Management Policy. 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. 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 translation of net investment in the Company's subsidiaries located abroad for translation account balance. The effective part of the hedge is allocated to equity and the ineffectiveness part is recorded directly in financial results.  iv) Derivatives measured at fair value though profit or loss – operations contracted with the purpose of protect the Company against fluctuations on income statement, but do not meet the hedge accounting requirements set out in IAS 39Financial Instruments: Recognition and Measurement. They refer to derivative instruments contracted in order to minimize the volatility of income tax and social contribution related to the foreign exchange gains/losses on loan agreements between the Company and its subsidiaries abroad. Such derivatives are measured at fair value with gains and losses recognized on an accrual basis within income tax expense, on income statement.  As of December 31, 2013 and 2012 the contracted amounts of these instruments and their respective fair values, as well as the cumulative effects in the year, are detailed in the table below:


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Purpose / Risk / Instruments

   Notional (i)

   

   Fair Value

   

   Gains/(Losses) (iii)2013

   

   2013

   

   2013Asset

   LiabilityForeign currency

   Future contracts (ii)

   3,406.4

   

   26.9

   (0.7)

   

   257.7Foreign currency

   Option to acquire

   972.2

   

   119.1

   -

   

   97.0Foreign currency

   Non Deliverable Forwards

   1,081.1

   

   96.2

   (3.7)

   

   288.2Foreign currency

   Deliverable Forwards

   540.2

   

   19.0

   1.4

   

   25.3Commodity

   Future contracts (ii)

   1,051.5

   

   14.0

   (161.1)

   

   (259.3)Commodity

   Swaps

   903.7

   

   15.2

   (79.8)

   

   (128.0)Cash flow hedge

   

   7,955.1

   

   290.4

   (243.9)

   

   280.9Foreign currency

   Future contracts (ii)

   2,958.4

   

   33.9

   (13.8)

   

   231.2Foreign currency

   Option to acquire

   -

   

   -

   -

   

   (42.5)Foreign currency

   Swaps

   252.0

   

   0.6

   (25.9)

   

   (9.3)Foreign currency

   Non Deliverable Forwards

   (1,277.0)

   

   0.6

   (46.0)

   

   (26.3)Interest rates

   Future contracts (ii)

   (350.0)

   

   0.5

   (0.6)

   

   (8.2)Interest rates

   Swaps

   300.0

   

   -

   (17.4)

   

   (30.4)Fair value hedge

   

   1,883.4

   

   35.6

   (103.7)

   

   114.5Foreign currency

   Future contracts (ii)

   (4,141.4)

   

   0.7

   (31.0)

   

   (386.7)Foreign currency

   Swaps / Non Deliverable Forwards

   931.4

   

   75.2

   (34.5)

   

   (43.2)Net Investment hedge

   

   (3,210.0)

   

   75.9

   (65.5)

   

   (429.9)Foreign currency

   Future contracts (ii)

   (52.6)

   

   22.9

   (23.5)

   

   (26.6)Foreign currency

   Swaps / Non Deliverable Forwards

   (4,206.7)

   

   186.5

   (541.3)

   

   (181.1)Derivatives at fair value through profit or loss

   (4,259.3)

   

   209.4

   (564.8)

   

   (207.7)Total Derivatives

   

   2,369.2

   

   611.3

   (977.9)

   

   (242.2)Purpose / Risk / Instruments

   

   Notional (i)

   

   Fair Value

   

   Gains/(Losses) (iii)2012

   

   2012

   

   2012Asset

   LiabilityForeign currency

   Future contracts (ii)

   3,274.1

   

   4.4

   (16.4)

   

   462.8Foreign currency

   Option to acquire

   -

   

   -

   -

   

   43.9Foreign currency

   Non Deliverable Forwards

   1,225.9

   

   10.5

   (51.4)

   

   13.2Foreign currency

   Deliverable Forwards

   463.3

   

   -

   (4.1)

   

   21.5Commodity

   Future contracts (ii)

   933.8

   

   76.9

   (107.9)

   

   1.5Commodity

   Swaps

   695.3

   

   41.0

   (92.2)

   

   (54.1)Cash flow hedge

   

   6,592.4

   

   132.8

   (272.0)

   

   488.8Foreign currency

   Future contracts (ii)

   (664.2)

   

   14.0

   (14.7)

   

   64.1Foreign currency

   Option to acquire

   -

   

   -

   -

   

   (38.4)Foreign currency

   Swaps

   239.1

   

   21.7

   (180.7)

   

   (15.7)Foreign currency

   Non Deliverable Forwards

   1,351.3

   

   19.8

   (10.5)

   

   (39.6)Interest rates

   Future contracts (ii)

   (400.0)

   

   0.2

   (0.4)

   

   (31.7)Interest rates

   Swaps

   300.0

   

   20.8

   -

   

   34.1Fair value hedge

   

   826.2

   

   76.5

   (206.3)

   

   (27.2)Foreign currency

   Future contracts (ii)

   (2,462.8)

   

   31.6

   (23.5)

   

   (172.8)Foreign currency

   Swaps / Non Deliverable Forwards

   -

   

   18.6

   (101.1)

   

   (101.7)Net Investment hedge

   

   (2,462.8)

   

   50.2

   (124.6)

   

   (274.5)Foreign currency

   Future contracts (ii)

   (4.0)

   

   6.0

   (6.0)

   

   3.1Foreign currency

   Swaps / Non Deliverable Forwards

   (2,182.5)

   

   105.5

   (446.9)

   

   69.5Derivatives at fair value through profit or loss

   (2,186.5)

   

   111.5

   (452.9)

   

   72.6Total Derivatives

   

   2,769.3

   

   371.0

   (1,055.8)

   

   259.7
  (i) The positive positions refer to long positions and the negative positions refer to short positions.  (ii) The future contracts are traded on organized futures exchanges, while other derivative financial instruments are negotiated directly with financial institutions.  (iii) The result of R$280.9 related to cash flow hedge was recognized in equity (hedge reserves) as the result of net investment hedge in an amount of R$(429.9) which was allocated as income (losses) on translation of subsidiaries operations as presented in Other comprehensive income.  The result of the fair value hedges of R$114.5, as the result of derivatives measured at fair value though profit or loss, in the amount of R$(207.7) were recognized in income statement.
  As of December 31, 2013 the Notional and Fair Value amounts per instrument/ maturity were as follows:


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Purpose / Risk / Instruments

   Notional2014

   2015

   2016

   2017

   TotalForeign currency

   Future contracts (i)

   3,406.4

   -

   -

   -

   3,406.4Foreign currency

   Option to acquire

   972.2

   -

   -

   -

   972.2Foreign currency

   Non Deliverable Forwards

   1,081.1

   -

   -

   -

   1,081.1Foreign currency

   Deliverable Forwards

   540.2

   -

   -

   -

   540.2Commodity

   Future contracts (i)

   931.2

   120.3

   -

   -

   1,051.5Commodity

   Swaps

   737.0

   166.7

   -

   -

   903.7Cash flow hedge

   

   7,668.1

   287.0

   -

   -

   7,955.1Foreign currency

   Future contracts (i)

   2,958.4

   -

   -

   -

   2,958.4Foreign currency

   Swaps

   -

   252.0

   -

   -

   252.0Foreign currency

   Non Deliverable Forwards

   (1,277.0)

   -

   -

   -

   (1,277.0)Interest rates

   Future contracts (i)

   -

   (320.0)

   (30.0)

   -

   (350.0)Interest rates

   Swaps

   -

   -

   -

   300.0

   300.0Fair value hedge

   

   1,681.4

   (68.0)

   (30.0)

   300.0

   1,883.4Foreign currency

   Future contracts (i)

   (4,141.4)

   -

   -

   -

   (4,141.4)Foreign currency

   Non Deliverable Forwards

   931.4

   -

   -

   -

   931.4Net Investment hedge

   

   (3,210.0)

   -

   -

   -

   (3,210.0)Foreign currency

   Future contracts (i)

   (52.6)

   -

   -

   -

   (52.6)Foreign currency

   Swaps / Non Deliverable Forwards

   (4,206.7)

   -

   -

   -

   (4,206.7)Derivatives at fair value through profit or loss

   (4,259.3)

   -

   -

   -

   (4,259.3)Total Derivatives

   

   1,880.2

   219.0

   (30.0)

   300.0

   2,369.2
 (i)  The positive positions refer to long positions and the negative positions refer to short positions.   Purpose / Risk / Instruments

   Fair Value2014

   2015

   2016

   2017

   TotalForeign currency

   Future contracts (i)

   26.2

   -

   -

   -

   26.2Foreign currency

   Option to acquire

   119.1

   -

   -

   -

   119.1Foreign currency

   Non Deliverable Forwards

   92.5

   -

   -

   -

   92.5Foreign currency

   Deliverable Forwards

   20.4

   -

   -

   -

   20.4Commodity

   Future contracts (i)

   (143.1)

   (4.0)

   -

   -

   (147.1)Commodity

   Swaps

   (63.6)

   (1.0)

   -

   -

   (64.6)Cash flow hedge

   

   51.5

   (5.0)

   -

   -

   46.5Foreign currency

   Future contracts (i)

   20.1

   -

   -

   -

   20.1Foreign currency

   Swaps

   0.6

   (25.9)

   -

   -

   (25.3)Foreign currency

   Non Deliverable Forwards

   (45.4)

   -

   -

   -

   (45.4)Interest rates

   Future contracts (i)

   -

   (0.1)

   -

   -

   (0.1)Interest rates

   Swaps

   -

   -

   -

   (17.4)

   (17.4)Fair value hedge

   

   (24.7)

   (26.0)

   -

   (17.4)

   (68.1)Foreign currency

   Future contracts (i)

   (30.3)

   -

   -

   -

   (30.3)Foreign currency

   Non Deliverable Forwards

   40.7

   -

   -

   -

   40.7Net Investment hedge

   

   10.4

   -

   -

   -

   10.4Foreign currency

   Future contracts (i)

   (0.6)

   -

   -

   -

   (0.6)Foreign currency

   Swaps / Non Deliverable Forwards

   (354.8)

   -

   -

   -

   (354.8)Derivatives at fair value through profit or loss

   (355.4)

   -

   -

   -

   (355.4)Total Derivatives

   

   (318.2)

   (31.0)

   -

   (17.4)

   (366.6)


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Sensitivity analysis  The Company mitigates risks arising from non-derivative financial assets and liabilities substantially, through derivative 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 four scenarios, which may impact the Company’s future results, as described below:  1 – Base scenario: stable foreign exchange rate, interest rates and commodity prices at the same levels observed on December 31, 2013  2 – 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 for the calculation, which are presented in the module.  3 – Adverse scenario: 25% deterioration in each transaction’s main risk factor as compared to the level observed on December 31, 2013.  4 – Remote scenario: 50% deterioration in each transaction’s main risk factor as compared to the level observed on December 31, 2013.   Risk factor

   Financial instruments

   Base scenario

   Probable scenario

   Adverse scenario

   Remote

   scenarioForeign currency decrease

   Future contracts

   26.2

   (259.0)

   (825.4)

   (1,677.0)Foreign currency decrease

   Option to acquire

   119.1

   (119.1)

   -

   -Foreign currency decrease

   Non Deliverable Forwards

   92.5

   (27.7)

   (177.9)

   (448.1)Foreign currency decrease

   Deliverable Forwards

   20.4

   (18.4)

   (114.6)

   (249.6)Commodity decrease

   Future contracts

   (147.1)

   (141.0)

   (409.9)

   (672.8)Commodity decrease

   Swaps

   (64.6)

   (93.1)

   (290.6)

   (516.5)Cash flow hedge

   

   46.5

   (658.3)

   (1,818.4)

   (3,564.0)Foreign currency decrease

   Future contracts

   20.1

   (224.8)

   (719.5)

   (1,459.1)Dollar decrease

   Swaps

   (25.3)

   (19.1)

   (88.3)

   (151.3)Dollar and Euro decrease

   Non Deliverable Forwards

   (45.4)

   (97.1)

   (364.6)

   (683.8)Increase in tax interest

   Future contracts

   (0.1)

   -

   (0.2)

   (0.3)Increase in tax interest

   Swaps

   (17.4)

   (22.8)

   (218.7)

   (204.2)Fair value hedge

   

   (68.1)

   (363.8)

   (1,391.3)

   (2,498.7)Foreign currency increase

   Future contracts

   (30.3)

   (314.6)

   (1,065.7)

   (2,101.0)Foreign currency increase

   Non Deliverable Forwards

   40.7

   (31.6)

   (192.2)

   (425.1)Net Investment hedge

   

   10.4

   (346.2)

   (1,257.9)

   (2,526.1)Foreign currency increase

   Future contracts

   (0.6)

   (4.0)

   (13.8)

   (27.0)Foreign currency increase

   Swaps / Non Deliverable Forwards

   (354.8)

   (342.8)

   (1,406.5)

   (2,458.1)Derivatives at fair value through profit or loss

   

   (355.4)

   (346.8)

   (1,420.3)

   (2,485.1)


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Transaction

   Risk

   Base scenario

   Probable scenario

   Adverse scenario

   Remote

   scenarioForeign exchange hedge

   Dollar and Euro decrease

   192.9

   (408.1)

   (1,315.6)

   (2,704.7)Input purchase

   

   (192.9)

   408.1

   1,315.6

   2,704.7Commodities hedge

   Decrease on commodities price

   (147.1)

   (234.1)

   (409.9)

   (672.8)Input purchase

   

   147.1

   234.1

   409.9

   672.8Foreign exchange hedge

   Dollar and Euro decrease

   0.7

   (16.1)

   (92.9)

   (186.5)Capex purchase

   

   (0.7)

   16.1

   92.9

   186.5Cash flow hedge

   

   46.5

   (658.3)

   (1,818.4)

   (3,564.0)Operational purchase

   

   (46.5)

   658.3

   1,818.4

   3,564.0Net effect

   

   -

   -

   -

   -Foreign exchange hedge

   Foreign currency increase

   (50.6)

   (341.0)

   (1,172.4)

   (2,294.2)Net debt

   

   50.6

   328.4

   1,073.8

   2,097.0Interest rate hedge

   Increase in tax interest

   (17.5)

   (22.8)

   (218.9)

   (204.5)Interest expense

   

   17.5

   22.8

   218.9

   204.5Fair value hedge

   

   (68.1)

   (363.8)

   (1,391.3)

   (2,498.7)Net debt and interest

   

   68.1

   351.2

   1,292.7

   2,301.5Net effect

   

   -

   (12.6)

   (98.6)

   (197.2)Investment hedge

   Dollar increase

   10.4

   (346.2)

   (1,257.9)

   (2,526.1)Fiscal expense

   

   (10.4)

   346.2

   1,257.9

   2,526.1Net Investment hedge

   

   10.4

   (346.2)

   (1,257.9)

   (2,526.1)Fiscal expense

   

   (10.4)

   346.2

   1,257.9

   2,526.1Net effect

   

   -

   -

   -

   -Foreign exchange hedge

   Dollar increase

   -355.4

   -346.8

   -1420.3

   -2485.1Fiscal expense

   

   355.4

   346.8

   1420.3

   2485.1Derivatives at fair value through profit or loss

   

   (355.4)

   (346.8)

   (1,420.3)

   (2,485.1)Fiscal expense

   

   355.4

   346.8

   1,420.3

   2,485.1
  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 instruments, as of December 31, 2013 the Company held R$647.8 in investments securities or cash investments available on demand, classified as cash and cash equivalents (R$626.4 on December 31, 2012).


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Offsetting financial assets and liabilities  The following financial assets and liabilities are subject to offsetting, enforceable master netting agreements and similar agreements:   2013Amounts offset

   

   Amounts not offsetAssets

   Liabilities

   Net amountspresented

   

   Financial instruments

   Cash collateral

   NetDerivatives assets

   611.3

   -

   611.3

   

   (314.8)

   -

   296.5Derivatives liabilities

   -

   (978.1)

   (978.1)

   

   314.8

   49.4

   (613.8)Total Derivatives

   611.3

   (978.1)

   (366.8)

   

   -

   49.4

   (317.3)2012Amounts offset

   

   

   

   Amounts not offsetAssets

   Liabilities

   Net amountspresented

   

   Financial instruments

   Cash collateral

   NetDerivatives assets

   371.1

   -

   371.1

   

   (272.8)

   -

   98.3Derivatives liabilities

   -

   (1,055.8)

   (1,055.8)

   

   272.8

   35.2

   (747.8)Total Derivatives

   371.1

   (1,055.8)

   (684.7)

   

   -

   35.2

   (649.5)
  For the financial assets and liabilities subject to enforceable master netting agreements or similar agreements above, each agreement between the Company and the counterparty allows for net settlement of the relevant financial assets and liabilities when both elect to settle on a net basis. In the absence of such election, financial assets and liabilities will be settled on a gross basis, however, each party to the master net agreement will have the option to settle all such amounts on a net basis in the event of default of the other part.  28. OPERATING LEASES The Company primarily leases warehouses and offices. Lease terms are normally over a period of five to ten years, with renewal options.  Operating leases mature as follows: 2013

   2012Less than 1 year

   62.8

   66.2Between 1 and 2 years

   160.3

   150.2More than 2 years

   74.1

   61.8297.2

   278.2
  In 2013, the operating lease expense in the income statement amounted to R$65.2 (R$54.1 and R$44.6 in 2012 and 2011, respectively).


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29. COLLATERAL AND CONTRACTUAL COMMITMENTS WITH SUPLLIERS, ADVANCES FROM CUSTOMERS AND OTHER 2013

   2012Collateral given for own liabilities

   1,193.9

   1,178.9Other commitments

   447.2

   282.01,641.1

   1,460.9Commitments with suppliers

   11,918.7

   14,968.6Commitments - Bond 2017

   300.0

   300.012,218.7

   15,268.6
  The collateral provided for liabilities totaled approximately R$1,193.9 as at December 31, 2013 including R$546.3 of cash guarantees. To meet the guarantees required by derivative exchanges and/or counterparties contracted in certain derivative financial instrument transactions, Ambev S.A. maintained as at December 31, 2013, R$647.8 in highly liquid financial investments or in cash (Note 27). Most of the balance relates to commitments with suppliers of packaging. The Ambev S.A. is guarantor of the Bond 2017. Future contractual commitments as at December 31, 2013 and December 31, 2012 are as follows:  2013

   2012Less than 1 year

   3,438.3

   2,893.1Between 1 and 2 years

   2,379.4

   2,305.0More than 2 years

   6,401.0

   10,070.512,218.7

   15,268.6
 30. CONTINGENCIES  The Company has contingent liabilities arising from lawsuits in the normal course of its business. Contingent liabilities with a probable likelihood of loss are fully recorded as liabilities (Note 26).  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:


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2013

   2012PIS and COFINS

   363.9

   306.8ICMS and IPI

   3,807.4

   2,927.7IRPJ and CSLL

   10,196.2

   7,583.0Labor

   135.7

   146.7Civil

   161.6

   174.2Others

   1,386.6

   774.316,051.4

   11,912.7
 Principal lawsuits witha likelihood ofpossible loss: Goodwill In December 2011, the Company received a tax assessment related to the goodwill amortization resulting from Inbev Holding Brasil S.A. merger. In June 2012, The Company presented the defense and awaits a ruling by the Administrative Council for Fiscal Resources of the Ministry of Finance (“Conselho Administrativo de Recursos Fiscais do Ministério Fazenda – CARF”). Ambev S.A. estimates the amount of possible losses in relation to this assessment to be approximately R$3.9 billion (R$3.7 billion in 2012). The Company made no provision for this purpose. In the event the Company would be required to pay these amounts, Anheuser-Busch InBev SA/NV will reimburse the Company the amount proportional to the benefit received by ABI pursuant to the merger protocol, as well as associated costs. In October 2013, we also received a tax assessment related to the goodwill amortization resulting from the merger of Quinsa into us. We filed a defense in November 2013 and have been awaiting the first level administrative decision.  Management estimates the amount of possible losses in relation to this assessment to be approximately R$1.1 billion as of December 31, 2013.  We have not recorded any provision in connection with this assessment.  Profits earned abroad During the first quarter of 2005, the Company and certain of its subsidiaries received tax assessments from the Bureau of Federal Revenue of Brazil with respect to the taxation of on earnings of subsidiaries domiciled abroad. In December of 2008, the CARF issued a rulling partially favorable to the Company. The Company has not recorded any provision for this purpose. In December 2013, we received another tax assessment related to this matter.  We estimate our exposure to possible losses in relation to these assessments to be R$3.8 billion at December 31, 2013 and to probable losses to be R$32.3 million as of that date.For the year-ended December 31, 2013, Ambev S.A. estimates an amount of approximately R$3.8 billion (R$2.6 billion at December 31, 2012) classified as possible losses and R$32.3 million classified as probable losses.


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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. Our subsidiaries have been registering IPI presumed credits upon the acquisition of exempted inputs manufactured therein.  Since 2009 we have been receiving a number of tax assessments from the RFB relating to the disallowance of such presumed credits, which decision from the Upper House of the Administrative Court is still pending.  Management estimates possible losses in relation to these assessments to be R$723.3 million as of December 31, 2013.  Irrevocable discounts granted  We are currently parties to legal proceedings with the State of Rio de Janeiro where we are challenging such State’s attempt to assess ICMS Value-Added Tax with respect to irrevocable discounts granted by the Company in January 1996 and February 1998.  These proceedings are currently before the Superior Court of Justice and the Brazilian Supreme Court.  In November 2013, we received similar tax assessments issued by the State of Pará.  Management estimates the total exposure in relation to this matter to be R$761.9 million as of December 31, 2013, which we have treated as a possible loss.  Utilization of tax loss on mergers The Companyand its subsidiarieshave received tax assessments from the Brazilian Tax authorities, from certain tax credits arising from alleged non-compliance with the Brazilian tax regulation concerning accumulated tax losses by companies in their final year of existence, following a merger. Based on management assessments, no provisions have been made for these cases as it believes that no express legal grounds exist that limit the use of tax losses in cases where legal entities are extinguished (including in the case of mergers), and that therefore the tax inspector’s interpretation in these tax assessments does not apply.The Companyestimates the possible exposure to losses on these assessments at approximately R$582 million at December 31, 2013 (R$522 million at December 31, 2012). Subscription Warrants Certain holders of warrants issued by Old Ambev in 1996 for exercise in 2003 have filedlawsuits to be able to subscribe the corresponding shares for an amount lower than what the Company considers to have been established at the time of the issuance of the warrants. Furthermore, the holders of these warrants claim the right to receive the dividends relative to these shares since 2003 (currently approximatelyR$413.5 (R$367.3 as at December 31, 2012), in addition to legal fees and charges. If the Company loses all these lawsuits, it would be required to issue 172,831,574 common shares for a subscribed price substantially lower than the


current market value of its shares. Based on management assessment no provision has been recorded related to these assessments.


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Antitrust Matters On July 22, 2009, CADE, the Brazilian antitrust authority, issued its ruling in connection with Administrative Proceeding in 2004 as a result of a complaint filed by Schincariol (a South American brewery and beverage maker based in Brazil) which had, as its main purpose, the investigation of our conduct in the market, in particular our customer loyalty program known as “Tô Contigo”. During its investigation, the Secretariat of Economic Law of the Ministry of Justice (“SDE”) concluded that the program should be considered anticompetitive unless certain adjustments were made. These adjustments have already been substantially incorporated into the current version of the Program. The SDE opinion did not suggest any fines and recommended that theother accusations be dismissed. After the SDE opinion, the proceeding was sent to CADE, which issued a ruling against the Company involving a fine in the amount of R$352 (which was R$488 as of 31 December 2013, reflecting accrued interests (R$486 as of 31 December 2012)). The loss shall be limited to the amount of the fine and other legal fees related to this process. The Company believes that CADE’s decision is without merit and thus has challenged it in the federal courts, which have ordered the suspension of the fine and other parts of the decision upon rendering of guarantee. The Company has already provided a letter of guarantee for this purpose. Management believes the likelihood of loss is possible and therefore has not recorded a provision. We are also involved in other administrative proceedings with CADE and SDE, relating to the investigation of certain matters of conduct, none of which we believe contravene competition rules and regulations. Contingent assets According to IAS 37, contingent assets are not recorded, except when there are real guarantees or favorable legal decisions.  31. 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 bylaws 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 Compliance


Committee of the Company is required to advise the Board of Directors of the Company in matters related to transactions with related parties.


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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. 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 post-employment benefits, such as retirement benefits and health and dental care. Moreover, management members are entitled to participate in Stock Option Plan (Note 24). Total expenses related to the Company’s management members in key functions which is registered in Ambev S.A., once the service has been provided for this legal entity, are as follows: 2013

   2012

   2011Short-term benefits (i)

   28.7

   26.5

   27.0Share-based payments (ii)

   44.5

   37.5

   32.2Total key management remuneration

   73.2

   64.0

   59.1
 (i) These correspond substantially to salaries and profit sharing (including performance bonuses).(ii) These correspond to the compensation cost of stock options granted to management. These amounts exclude remuneration paid to members of the Fiscal Council.  Excluding the abovementioned plan (Note 24), 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 Zerrenner is one of Ambev S.A.’s shareholders, and at December 31, 2013 held 9.59% of total share capital. Fundação Zerrenner is also an independent legal entity whose main goal is to provide Ambev S.A.’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


December 31, 2013 and 2012, 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 that date. Ambev S.A. 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.


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The expenses incurred by Fundação Zerrenner in providing these benefits totaledR$185.6in the period ended December 31, 2013 (R$164.6 as of December 31, 2012), of whichR$163.7(R$146.0as of December 31, 2012) related to active employees andR$21.9(R$18.6 as of December 31, 2012) related to retirees. b) Special Goodwill Reserve  As a result of the merger of InBev Holding Brazil S.A. by the Company in 2005, the Company benefits, each year, from the amortization of tax deductible goodwill pursuant to CVM Instruction 319/99. The balance of the special goodwill reserve as of December 31, 2013was R$313.9(R$672.1 as of December 31, 2012) which may be used for future capital increases. c) Leasing The Ambev S.A., through its subsidiary BSA (labeling), has an asset leasing agreement with Fundação Zerrenner, for R$63.3 for ten years, maturing on March 31, 2018.  d) Leasing – Ambev S.A. head office Ambev S.A. has a leasing agreement of two commercial sets with Fundação Zerrenner, which is under negotiation to determine the trade terms to be applied until the end of the contract on January 31, 2018, will be determined by the parties.  e) Licensing agreement  The Company maintains a licensing agreement with Anheuser-Busch, Inc., to produce, bottle, sell and distribute Budweiser products in Brazil, Canada, Ecuador, Guatemala, Dominican Republic and Paraguay. In addition, the Company produces and distributes Stella Artois products under license to ABI in Brazil, Canada, Argentina, and other countries and, by means of a license granted to ABI, it also distributes Brahma’s product in parts of Europe, Asia and Africa. The amount recorded was R$15.5 (R$12.7 as of December 31, 2012) and R$249.2 (R$215.9 as of December 31, 2012) as licensing income and expense, respectively.  On October 29, 2013, the Company entered into an agreement with the company B2W - Companhia Digital S.A. to manage the platform of e-commerce company named “Partner AmBev”. The contract is for 2 years, and the object of it is to trade Ambev S.A. products through websites. Both parties have the same equity holders.


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Jointly-controlled entities  The following balances represent the participation of Ambev S.A. in these entities and were included in the consolidated financial statements: 2013

   2012Non-current assets

   228.8

   248.9Current assets

   99.6

   117.3Non-current liabilities

   133.7

   300.9Current liabilities

   254.2

   229.6Result from operations

   38.7

   35.4Income attributable to shareholders

   14.0

   16.8
  32. GROUP COMPANIES  Listed below are the main group companies. The total number of companies consolidated (fully and proportionally) is 39.   ArgentinaCERVECERIA Y MALTERIA QUILMES SAICA Y G - Av. Del

   99.74%Libertador 498, 26o andar - Buenos AiresBoliviaCERVECERIA BOLIVIANA NACIONAL S.A. - Av. Montes

   85.67%400 e Rua Chuquisaca - La PazBrazilAMBEV S.A.

   Consolidating CompanyRua Dr. Renato Paes de Barros, 1017 , 3o andarItaim Bibi, São PauloAROSUCO AROMAS E SUCOS LTDA. - Avenida Buriti, 5.385

   100.00%Distrito Industrial - Manaus - AMEAGLE DISTRIBUIDORA DE BEBIDAS S.A.- Avenida

   100.00%Antarctica, 1.891 Fazenda Santa Úrsula – Jaguariúna – SPCanadaLABATT BREWING COMPANY LIMITED – 207 Queens Quay

   100.00%West, Suite 299 - M5J 1A7 - TorontoChileCERVECERIA CHILE S.A. - Avenida Presidente Eduardo Frei

   100.00%Montalva, 9600 - Comuna de Quilicura - SantiagoDominican RepublicCOMPAÑIA CERVECERA AMBEV DOMINICANA, C. POR A.

   56.84%Av. San Martin, 279 - Apartado Postal 723 - Santo DomingoCND - CERVECERÍA NACIONAL DOMINICANA,Autopista 30 de Mayo, Distrito Nacional

   55.00%EcuadorCOMPANHIA CERVECERA AMBEV ECUADOR S.A. - Km 14,5 –

   100,00%Vía Dauley, Av. Las Iguanas - GuayaquilEspanhaJALUA SPAIN, S.L – Juan Vara Terán, 14 – Ilhas Canarias

   100.00%GuatemalaINDUSTRIAS DEL ATLÁNTICO, SOCIEDAD ANÓNIMA - 43

   50.00%Calle 1-10 Clzd. Aguilar Bartres Zona 12, EdifícioMariposa, nível 4 - 01012 - ZacapaLuxembourgAMBEV LUXEMBOURG - 5, Gabriel Lippmann, L - 5365 Munsbach

   100.00%ParaguayCERVECERIA PARAGUAY S.A. - Ruta Villeta KM 30 - Ypané

   87.34%PeruCOMPANÍA CERVECERA AMBEV PERU S.A.C.- Av.

   100.00%República de Panamá, 3659 San Isidro - Lima 41 – Lima


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UruguayLINTHAL S.A. – 25 de Mayo 444, office # 401 -
      Montevidel
    99,99%NACIONALY MALTERIA PAYSSANDU
      S.A.
      Rambla Baltasar Brum, 2933 –
    98.62%11800 - PaysandúMONTHIERS SOCIEDAD ANÓNIMA -
      Juncal 1327, ap. 2201 -
    100.00%Montevideo


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33. INSURANCE  The Company has a program of risk
management in order to hire coverage compatible with its size and operation.
Coverage was contracted for amounts considered sufficient by management to cover
possible losses, considering the nature of its activity, the risks involved in
their operations and the orientation of its insurance advisors. 34. EVENTS AFTER THE BALANCE SHEET DATE  i) In the Minutes of the Board of
Directors’ Meeting held on January 6, 2014, the members of the Company’s Board
of Directors approved the distribution of (i) dividends, to be deducted from the
results of the 2013 fiscal year and attributed to the minimum mandatory
dividends for 2013, in the amount of R$0.10 for each share of the Company,
without withholding income tax, pursuant to applicable law; and (ii) interest on
own capital (“IOC”), to be deducted from the results of the 2013 fiscal year and
attributed to the minimum mandatory dividends for 2013, of R$0.154 per share of
the Company. The distribution of IOC shall be taxed pursuant to applicable law,
which shall result in a net distribution of IOC of R$0.1309 per share of the
Company. The aforementioned payment
shall be made as from January 23, 2014, (ad referendum of the Annual
Shareholders’ Meeting relating to the 2013 fiscal year), considering the
shareholding on and including January 14, 2014, with respect to BM&FBovespa,
and January 17, 2014, with respect to the New York Stock Exchange, without any
monetary adjustment.  ii) On January 2, 2014,
the upstream mergers of Old Ambev and Ambev Brasil Bebidas S.A. with
and into Ambev S.A. was approved by the shareholders of each company
in EGMs held on such date. As a result , Ambev S.A. received Old Ambev and
Ambev Brasil Bebidas S.A.’s assets, rights and liabilities for their book
value. Such companies were extinguished, had their shares cancelled, and
Ambev S.A. became their  sucessor, according to the law.  Old Ambev merger was
concluded with no increase or decrease in Ambev S.A.’s equity or
capital stock because Old Ambev was a wholly-owned subsidiary of Ambev S.A.
As a result of Ambev Brasil Bebidas S.A.'s merger, Ambev S.A.'s capital stock
was incresead in R$156, equivalent to Ambev Brasil Bebidas S.A.'s
equity held by non-controlling shareholders. Ambev S.A.'s capital
stock amounted to R$57,000,946, which also includes the capital increase
approved and ratified by the Board of Directors on October 17, 2013 and
December 19, 2013, according to section 8 of Ambev S.A. bylaws and section 168 of Law n. 6,404/76 due to the exercise of call options by the beneficiaries of Ambev S.A. stock option plan.


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iii)On January 28, 2014, Ambev Luxembourg, a wholly-owned subsidiary of the Company, acquired ABI’s equity interest in Cerbuco Brewing Inc., who owns 50% of Bucanero S.A. (“Bucanero”), the Cuban company leader in the beer business in Cuba.  Upon closing of the transaction, Ambev S.A. indirectly became a shareholder of Bucanero, together with Corporación Alimentaria S.A., a company held by the Cuban government.  iv) In January 2014, the Argentinean peso underwent a severe devaluation. In 2013, the Argentinean operations represented 12% of the Company’s consolidated revenue and 11% of the Company’s consolidated normalized EBITDA. The 2013 Argentinean full year results were translated at an average rate of 2.5246 Argentinean pesos per brazilian real. The 2014 devaluation, and further devaluations in the future, if any, is expected to decrease the Company’s net assets in Argentina, with a balancing entry in the equity of the Company. The translation of results and cash flows of the Company’s Argentinean operations are also expected to be impacted.


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