Ambev S.A. Files 20-F Report for Fiscal Year Ended December 31, 2023

TL;DR

<b>Ambev S.A. has submitted its 2023 annual report on Form 20-F, detailing its financial performance and operations.</b>

AI Summary

AMBEV S.A. (ABEV) filed a Foreign Annual Report (20-F) with the SEC on March 11, 2024. Ambev S.A. filed its annual 20-F report on March 11, 2024. The report covers the fiscal year ending December 31, 2023. The company's principal executive offices are located in Sao Paulo, Brazil. Ambev S.A. was formerly known as InBev Corporate Holdings Inc. until December 19, 2012. The filing is made under the Securities Exchange Act of 1934.

Why It Matters

For investors and stakeholders tracking AMBEV S.A., this filing contains several important signals. This filing provides investors and analysts with the company's official financial statements and disclosures for the 2023 fiscal year, enabling a comprehensive review of its performance and strategic positioning. As a 20-F filing, it adheres to SEC regulations for foreign private issuers, offering insights into Ambev's global operations and compliance with U.S. securities laws.

Risk Assessment

Risk Level: — AMBEV S.A. shows moderate risk based on this filing. The filing is a routine annual report (20-F) and does not contain new material events or significant financial distress indicators, suggesting a stable operational and financial status.

Analyst Insight

Review the detailed financial statements and management discussion within the 20-F filing to assess Ambev S.A.'s performance trends and future outlook.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed period of report)
• 2024-03-11 — Filing Date (Filed as of date)

Key Players & Entities

• AMBEV S.A. (company) — Filer name
• InBev Corporate Holdings Inc. (company) — Former company name
• 0001292814-24-000771 (other) — Accession number
• 2024-03-11 (date) — Filing date
• 2023-12-31 (date) — Fiscal year end
• Sao Paulo (location) — Business address city

FAQ

Industry Context

Ambev S.A. operates in the beverages industry, a sector characterized by strong brand loyalty, significant marketing efforts, and evolving consumer preferences.

Regulatory Implications

As a foreign private issuer, Ambev S.A. is subject to SEC regulations, including the requirement to file annual reports on Form 20-F, which provides a standardized disclosure framework for international companies.

What Investors Should Do

1. Analyze the financial statements for revenue, net income, and other key performance indicators for FY 2023.
2. Review management's discussion and analysis (MD&A) for insights into operational performance, risks, and future strategies.
3. Compare the 2023 results with previous years to identify trends and assess the company's growth trajectory.

Key Dates

• 2024-03-11: Filing of 20-F report — Official submission of annual financial and operational data for the fiscal year 2023.
• 2023-12-31: Fiscal Year End — End date for the reporting period covered by the 20-F filing.

Year-Over-Year Comparison

This filing represents the company's annual disclosure for the fiscal year 2023, following previous filings which would have covered prior periods.

Key Financial Figures

• $4.84 — ntral Bank, as of December 31, 2023 of R$4.84 to US$1.00 or, where expressly indicate
• $1.00 — as of December 31, 2023 of R$4.84 to US$1.00 or, where expressly indicated, at an av

Filing Documents

• abevform20f_2023.htm (20-F) — 5903KB
• ex02-2.htm (EX-2.2) — 135KB
• ex08-1.htm (EX-8.1) — 7KB
• ex12-1.htm (EX-12.1) — 6KB
• ex12-2.htm (EX-12.2) — 6KB
• ex13-1.htm (EX-13.1) — 3KB
• ex13-2.htm (EX-13.2) — 3KB
• ex97-1.htm (EX-97.1) — 23KB
• image_002.jpg (GRAPHIC) — 26KB
• image_004.jpg (GRAPHIC) — 152KB
• 0001292814-24-000771.txt (&nbsp;) — 24647KB
• abev-20231231.xsd (EX-101.SCH) — 197KB
• abev-20231231_cal.xml (EX-101.CAL) — 156KB
• abev-20231231_def.xml (EX-101.DEF) — 571KB
• abev-20231231_lab.xml (EX-101.LAB) — 846KB
• abev-20231231_pre.xml (EX-101.PRE) — 812KB
• abevform20f_2023_htm.xml (XML) — 5906KB

Item 18

Item 17 Item 18 If 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). Yes No x TABLE OF CONTENTS Page INTRODUCTION 1 PRESENTATION OF FINANCIAL AND OTHER INFORMATION 1 MARKET DATA 1 CURRENCY TRANSLATION 2 TRADEMARKS 2 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION 2 PART I 5

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 5

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 6

KEY INFORMATION

ITEM 3. KEY INFORMATION 7

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 37

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 62

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 63

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 86

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 101

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 106

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 120

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 123

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 148

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 153 PART II 155

DEFAULT, DIVIDENDS ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULT, DIVIDENDS ARREARAGES AND DELINQUENCIES 155

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

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 156

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 157

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 160

CODE OF BUSINESS CONDUCT

ITEM 16B. CODE OF BUSINESS CONDUCT 161

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 162

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 164

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 165

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 167

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE 168

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE 169

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 170

INSIDER TRADING POLICIES

ITEM 16J. INSIDER TRADING POLICIES 171

CYBERSECURITY

ITEM 16K. CYBERSECURITY 172 PART III 174

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 174

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 175

EXHIBITS

ITEM 19. EXHIBITS 176 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 Amricas – Ambev , our former subsidiary that had common and preferred shares listed on the So Paulo Stock, Commodities and Futures Exchange ( B3 S.A. – Brasil, Bolsa, Balco ), or the B3 (previously named as BM&FBovespa S.A. – Bolsa de Valores, Mercadorias e Futuros ), 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 "NAB" are to the non-alcoholic beverages in our portfolio other than non-alcoholic beer. 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 consider treasury shares. PRESENTATION OF FINANCIAL AND OTHER 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 in reais , except as otherwise specified. Unless otherwise specified, the financial information analysis in this annual report on Form 20-F is based on our consolidated financi

Forward-looking statements

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. 4 PART I

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not Applicable. 5

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not Applicable. 6

KEY INFORMATION

ITEM 3. KEY INFORMATION A.

Selected Financial Data

Selected Financial Data [Reserved] B. Capitalization and Indebtedness Not applicable. 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, including the consolidated financial statements and our periodic public information released by Ambev from time to time. 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. Our business, financial condition and operational results may also be significantly affected not only by the risks set forth below but also by other risks that are currently unknown or considered irrelevant to us. Summary of Risk Factors Risks Relating to Our Operations We face operational risks that can result in the partial or temporary shutdown of our operations, which may adversely affect our financial condition and results of operations; We are exposed to the risk of litigation; Our results of operations are affected by fluctuations in exchange rates, and devaluation of the real or other currencies with which we operate relative to other currencies, including the U.S. dollar, which may adversely affect our financial performance; We rely on the reputation of our brands and damages to their reputation may have an adverse effect on our sales; Information technology failures, including failures to implement upgrades and new technologies effectively or those that affect the privacy and security of sensitive customer and business information, could disrupt our operations; If any of our products is defective or found to contain contaminants, we may be subject to product recalls, individual or col

View Full Filing

View this 20-F filing on SEC EDGAR