FORM 20-F

 

Commission file number: 001-36165

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
American Depositary Shares, evidenced by American Depositary Receipts, each representing 1 (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.

 

TABLE OF CONTENTS
		Page
INTRODUCTION		i
PRESENTATION OF FINANCIAL AND OTHER INFORMATION		i
MARKET DATA		i
CURRENCY TRANSLATION		ii
TRADEMARKS		ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION		iii
PART I		1
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	2
ITEM 3.	KEY INFORMATION	3
ITEM 4.	INFORMATION ON THE COMPANY	24
ITEM 4A.	UNRESOLVED STAFF COMMENTS	46
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	47
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	72
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	86
ITEM 8.	FINANCIAL INFORMATION	96
ITEM 9.	THE OFFER AND LISTING	104
ITEM 10.	ADDITIONAL INFORMATION	110
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	133
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	139
PART II		141
ITEM 13.	DEFAULT, DIVIDENDS ARREARAGES AND DELINQUENCIES	141
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND   USE OF PROCEEDS	142
ITEM 15.	CONTROLS AND PROCEDURES	143
ITEM 15T.	CONTROLS AND PROCEDURES	145
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	146
ITEM 16B.	CODE OF BUSINESS CONDUCT	147
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	148
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	150
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED   PURCHASERS	151
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	154
ITEM 16G.	CORPORATE GOVERNANCE	155
ITEM 16H.	MINE SAFETY DISCLOSURE	156
PART III		157
ITEM 17.	FINANCIAL STATEMENTS	157
ITEM 18.	FINANCIAL STATEMENTS	158
ITEM 19.	EXHIBITS	159

 

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 the BM&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 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 financial statements as of December 31, 2015, 2014 and 2013 and for the three years ended December 31, 2015, 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.

Unless otherwise specified, volumes, as used in this annual report on Form 20-F, include both beer (including near-beer) and CSD & NANC volumes. In addition, unless otherwise specified, our volumes refer not only to the brands that we own or license, but also third-party brands that we brew or otherwise produce as a subcontractor, and third-party products that we sell through our distribution network. Our volume figures in this Form 20-F reflect 100% of the volumes of entities that we fully consolidate in our financial reporting. In addition, market share data contained in this annual report on Form 20-F refers to volumes sold.

MARKET DATA

Market information (including market share, market position and industry data for our operating activities and those of our subsidiaries or of companies acquired by us) or other statements presented in this Form 20-F regarding our position (or that of companies acquired by us) relative to our competitors largely reflect the best estimates of our management. These estimates are based upon information obtained from customers, trade or business organizations and associations, other contacts within the industries in which we operate and, in some cases, upon published statistical data. Except as otherwise stated, our market share data, as well as our management’s assessment of our comparative competitive position, has been derived by comparing our sales volumes for the relevant period to our management’s estimates of our competitors’ sales volumes for such period, as well as upon published statistical data, and, in particular the reports published and the information made publicly available by, among others, the local brewers’ associations and the national statistics bureaus in the various countries in which we sell our products.

 

 

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 in reais .  However, solely for the convenience of the reader, we have translated certain amounts included in this annual report from reais into 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, 2015 of R$3.905 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 into reais .  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 or reais at 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 of reais into 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.

 

 

 

·	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.

 

PART I

ITEM 1.                IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not Applicable.

1

 

 

ITEM 2.                OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

 

 

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 and balance sheet data as at and for the years ended December 31, 2015, 2014, 2013, 2012 and 2011 that has been derived from our audited consolidated financial statements, which were prepared in accordance with IFRS as issued by the IASB.

Selected Consolidated Income Statement Data   

	Year Ended December 31,
	2015	2014	2013(1)	2012(1)	2011(1)
			(restated)	(restated)
	( in R$ million )
Net sales	46,720.2	38,079.8	35,079.1	32,478.3	27,126.7
Cost of sales	(16,061.4)	(12,814.6)	(11,572.5)	(10,607.8)	(8,998.5)
Gross profit	30,658.8	25,265.2	23,506.6	21,870.5	18,128.2
Sales, marketing and distribution expenses	(11,177.9)	(9,158.8)	(8,059.9)	(7,378.9)	(6,254.1)
Administrative expenses	(2,281.3)	(1,820.0)	(1,748.3)	(1,613.2)	(1,237.3)
Other operating income/(expense)	1,936.1	1,629.2	1,761.6	863.6	783.2
Exceptional items	(357.2)	(89.0)	(29.2)	(50.4)	23.1
Income from operations	18,778.5	15,826.6	15,430.8	13,691.6	11,443.1
Net finance cost	(2,268.2)	(1,475.4)	(1,561.4)	(893.3)	(521.7)
Share of results of associates	3.1	17.4	11.4	0.5	0.5
Income tax expense	(3,634.2)	(2,006.6)	(2,481.4)	(2,339.7)	(2,443.1)
Net Income	12,879.2	12,362.0	11,399.4	10,459.1	8,478.8
Attributable to:
Equity holders of Ambev	12,423.8	12,065.5	9,557.3	6,345.7	5,146.4
Non-controlling interests	455.4	296.5	1,842.1	4,113.4	3,332.4

                                               

(1)   We have applied retrospectively the predecessor basis of accounting to the January 2014 acquisition of control of Cerbuco Brewing Inc., or Cerbuco, the holding company that owns a controlling interest in Bucanero S.A., or Bucanero, consistent with the accounting policy for business combinations between entities under common control.  We have not restated the selected financial data for the year ended December 31, 2011 to reflect the effects of this transaction, as the impact of this restatement in that year was not considered to be material.

Earnings per Share and Dividend per Share

	Year Ended December 31,
	2015	2014	2013	2012	2011
			(restated)	(restated)
	(in R$, unless otherwise indicated)
Earnings per common share and per ADS(1):
- Basic	0.79	0.77	0.75	0.65	0.53
- Diluted	0.78	0.76	0.75	0.64	0.52
Dividends and interest on shareholders’ equity per share and per ADS (weighted average)(2):
- Basic (R$)	0.73	0.77	0.58	0.58	0.57
- Basic (US$)	0.19	0.29	0.25	0.28	0.30
Weighted average number of shares (million shares)(3):
- Basic	15,735	15,683	12,678	9,694	9,694
- Diluted	15,859	15,820	12,824	9,840	9,833

 

 

 

 

(1)	The calculation of basic earnings per share is based on the net income attributable to equity holders of Ambev and the proportional weighted average number of shares outstanding during the year. Diluted earnings per share is based on the net income attributable to equity holders of Ambev and by adjusting the weighted average number of shares outstanding  during the year to assume conversion of all potentially dilutive shares.
(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,
	2015	2014	2013(1)	2012(1)	2011(1)
			(restated)	(restated)
	(in R$ million)
Non-current assets	61,861.8	51,414.8	48,276.2	45,592.5	39,080.2
Property, plant and equipment	19,140.1	15,740.1	14,005.6	12,413.7	10,375.5
Goodwill	30,953.1	27,502.9	27,023.7	26,647.5	23,814.2
Intangible assets	5,092.2	3,754.9	3,214.0	2,936.4	1,912.8
Deferred tax assets	2,749.9	1,392.5	1,647.8	1,428.7	1,447.1
Taxes and contributions receivable	892.8	1,161.2	474.1	375.0	377.8
Trade and other receivables	2,191.6	1,742.0	1,797.2	1,492.3	870.5
Other	842.1	121.2	113.8	298.9	282.3
Current assets	28,314.5	20,728.5	20,809.0	16,626.2	14,747.2
Inventories	4,338.2	3,411.3	2,835.6	2,505.5	2,238.5
Trade and other receivables	6,946.1	5,300.2	4,749.6	3,799.6	3,309.3
Taxes and contributions receivable	3,194.9	1,581.9	1,397.0	585.2	860.3
Cash and cash equivalents	13,620.2	9,722.1	11,538.2	9,259.3	8,145.7
Investment securities	215.1	713.0	288.6	476.6	193.4
Total assets	90,176.3	72,143.3	69,085.2	62,218.7	53,827.4
Shareholders’ equity	50,333.7	43,644.7	44,224.7	37,522.9	33,125.3
Equity attributable to equity holders of Ambev	48,331.9	42,221.6	42,992.5	25,397.9	23,088.1
Non-controlling interests	2,001.8	1,423.1	1,232.2	12,125.0	10,037.2
Non-current liabilities	9,700.7	6,673.8	7,507.8	9,046.8	6,280.1
Interest-bearing loans and borrowings	2,316.9	1,634.6	1,865.2	2,316.2	1,890.2
Employee benefits	2,221.9	1,757.0	1,558.3	1,780.9	1,602.9
Deferred tax liabilities	2,473.6	1,737.6	2,095.7	1,367.6	1,112.0
Taxes and contributions payable	910.0	610.9	883.0	779.3	743.0
Trade and other payables	1,278.8	390.5	673.9	2,284.7	453.6
Provisions	499.5	543.2	431.7	518.1	478.4
Current liabilities	30,141.9	21,824.8	17,352.7	15,649.0	14,422.0
Interest-bearing loans and borrowings	1,282.6	988.1	1,040.6	837.8	2,212.1
Trade and other payables	24,391.6	17,054.7	13,034.8	11,591.7	9,422.4
Taxes and contributions payable	4,342.1	3,543.7	3,132.3	3,081.9	2,673.6
Provisions	123.1	139.2	145.0	137.5	101.6
Bank overdraft	2.5	99.1	0.0	0.1	12.3
Total shareholders’ equity and liabilities	90,176.3	72,143.3	69,085.2	62,218.7	53,827.4

                                               

(1)   We have applied retrospectively the predecessor basis of accounting to the January 2014 acquisition of control of Cerbuco, the holding company that owns a controlling interest in Bucanero, consistent with the accounting policy for business combinations between entities under common control.  We have not restated the selected financial data for the year ended December 31, 2011 to reflect the effects of this transaction, as the impact of this restatement in that year was not considered to be material.

 

Other Data

	As at and for the Year Ended December 31,
	2015	2014	2013(1)	2012(1)	2011(1)
			(restated)	(restated)
	( in R$ million, except for operating data )
Other Financial Data:
Net working capital(2)	(1,827.4)	(1,096.3)	3,456.3	977.2	325.2
Cash dividends and interest on shareholders’ equity paid	11,490.2	12,059.6	7,333.7	5,619.3	5,491.1
Depreciation and amortization(3)	3,074.6	2,392.5	2,105.1	1,953.1	1,662.1
Capital expenditures(4)	5,261.2	4,493.1	3,810.3	3,017.9	3,200.2
Operating cash flows - generated(5)	23,580.8	15,895.7	15,314.8	14,316.4	12,668.2
Investing cash flows - used(5)	(5,997.0)	(4,768.0)	(3,811.3)	(5,721.0)	(186.9)
Financing cash flows - used(5)	(15,327.9)	(13,143.8)	(9,506.7)	(7,825.3)	(10,667.7)
Other Operating Data:
Total production capacity - Beer – million hl(6)	192.4	199.7	194.5	192.6	176.5
Total production capacity - CSD & NANC - million hl(6)	77.5	92.6	85.9	87.0	86.2
Total beer volume sold - million hl(7)	125.2	124.7	120.1	123.7	118.7
Total CSD & NANC volume sold - million hl(7)	43.9	47.0	46.4	47.4	46.3
Number of employees(8)	52,738	51,871	53,581	51,888	46,503

                                               

(1)   We have applied retrospectively the predecessor basis of accounting to the January 2014 acquisition of control of Cerbuco the holding company that owns a controlling interest in Bucanero consistent with the accounting policy for business combinations between entities under common control.  We have not restated the selected financial data for the year ended December 31, 2011 to reflect the effects of this transaction, as the impact of this restatement in that year was not considered to be material.

(2)   Represents total current assets less total current liabilities.

(3)   Includes depreciation of property, plant and equipment, amortization of intangible assets and impairment losses related to these assets.

(4)   Represents cash expenditures for property, plant, equipment and intangible assets.

(5)   Operating, investing and financing cash flow data is derived from our consolidated cash flow statements contained in our audited consolidated financial statements.

(6)   Represents our available production capacity at year-end; capacity can vary from year to year depending on mix; “hl” is the abbreviation for hectoliters.

(7)   Represents our full-year volumes.

(8)   Includes all our production- and non-production-related employees.

Exchange Rate Information

Since 1999, the Central Bank has allowed the real /U.S. dollar exchange rate to float freely, and during that period, the real /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 the real float freely or will intervene in the exchange rate market through a currency band system or otherwise.  The real may 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.

 

The following table sets forth the selling exchange rate, expressed in reais per 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 below.

	Reais per U.S. Dollar
Year	High	Low	Average	Period End
2011	1.902	1.535	1.677	1.876
2012	2.112	1.702	1.955	2.044
2013	2.446	1.953	2.174	2.343
2014	2.740	2.197	2.360	2.656
2015	4.195	2.575	3.388	3.905

                                               

Source :  Central Bank.

                                               

Source :  Central Bank.

We pay cash dividends and make other cash distributions in reais .  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 the real and the U.S. dollar may also affect the U.S. dollar equivalent of real price 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 the Comissão de Valores Mobiliários (the Brazilian 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 of real payments 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. 4,373, dated September 29, 2014, or Resolution No. 4,373, of the Conselho Monetário Nacional (National Monetary Council), or the CMN.

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.

 

Portfolio foreign investments are regulated by Resolution No. 4,373 and CVM Rule No. 560, which is currently being updated by the CVM in order to reflect the provisions of Resolution No. 4,373.

Under Resolution No. 4,373, 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. 4,373, 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. 4,373 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;
·	appoint a tax representative in Brazil;
·	through its representative in Brazil, register itself as a foreign investor with the CVM; and
·	through its representative in Brazil, register its foreign investment with the Central Bank.

In addition, an investor operating under the provisions of Resolution No. 4,373 must be registered with the Receita Federal do Brasil (the Brazilian Internal Revenue Service), or the RFB, pursuant to RFB Normative Instruction No. 1,470 of May 30, 2014, and RFB Normative Instruction No. 1,548 of February 13, 2015.

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. 4,373.  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.

 

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 and political uncertainty and volatility in Brazil, and the perception of these conditions in the international financial markets, 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 the Índice 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 6.1% in 2011, 6.2% in 2012, 5.6% in 2013, 6.2% in 2014 and 11.3% in 2015.  Brazil may experience high levels of inflation in the future.  There can be no assurance that the lower levels of inflation experienced in Brazil through 2014 will return or that inflation going forward will not continue the upward trend of 2015.  Future governmental actions, including actions to adjust the value of the real , 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 2010, the real appreciated by 4.5% resulting in an exchange rate of R$1.666 per US$1.00 as of December 31, 2010.  However, since 2011 the real has been depreciating continuously, having depreciated by 12.5%, 8.9%, 14.6%, 13.4% and 47.0% against the U.S. dollar in 2011, 2012, 2013, 2014 and 2015, respectively, closing at R$3.905 per U.S. $1.00 as of December 31, 2015. As of February 29, 2016, the exchange rate was R$3.980 per US$1.00.

Devaluation of the real relative 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 the real against 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 the real is 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.

In addition, Brazil faced a series of economic and political difficulties in 2015.  These adversities included increasing unemployment rates, decreasing consumer and business confidence, falling industrial output, a deficit in Brazil’s primary accounts, shrinking gross domestic product, rising inflation above recently observed ceilings, increasing uncertainties with regards to Congressional decisions and the significant devaluation of the real . Moreover, the political crisis in recent months could worsen economic conditions in Brazil, which may adversely affect our results of operations and financial condition.  All these factors contributed to Brazil’s loss of its investment grade rating and an economic recession.  It is also difficult to assess the impact that the Brazilian political scenario will have in the Brazilian economy, and as a result on our future operations and financial results.

 

Consumption of beer, other alcoholic beverages and soft drinks in many of the jurisdictions in which we operate, including Brazil, is closely linked to general economic conditions, such that levels of consumption tend to rise during periods of rising per capita income and to fall during periods of declining per capita income. Additionally, per capita consumption is inversely related to the sale price of our products.  Besides moving in concert with changes in per capita income, consumption of beer and other alcoholic beverages also varies in accordance with changes in disposable income.  Any decrease in disposable income resulting from an increase in inflation, income taxes, cost of living, unemployment levels, political or economic instability or other factors would likely adversely affect the demand for beer, other alcoholic beverages and soft drinks, as well as our results of operations.  Moreover, the recently experienced instability and uncertainties in the Brazilian economic and political scenario may adversely affect the demand for our products, which in turn may lead to negative impacts on our operations and financial results.

Devaluation of the real relative to other currencies, including the U.S. dollar, may adversely affect our financial performance.

Most of our sales are in reais ; however, a relevant portion of our debt is denominated in foreign currencies, including U.S. dollars.  In addition, a significant portion of our cost of sales, in particular those related to packaging such as cans 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, which appreciated significantly against the real in 2015.  Therefore, any devaluation of the real when compared to those foreign currencies may 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.

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 2015.  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 2015 prices of the principal commodities we purchase:

Commodity	High Price	Low Price	Average in 2015	Fluctuation
Aluminum (US$/ton)	1,978.00	1,435.50	1,681.15	37.8%
Sugar (US$ cents/pounds)	15.92	10.39	13.12	53.2%
Corn (US$ cents/bushel)	433.50	347.75	376.67	24.7%
Wheat (US$ cents/bushel)	614.75	452.25	507.38	35.9%
PET (US$/ton)	1,072.50	804.50	922.41	33.3%

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 January 2015 the Brazilian federal government enacted Law No. 13,097, which introduced a new federal taxation model for beer and soft drinks. The law is a result of the combined efforts of the Brazilian federal government and beverage companies with a view to creating a less complex and more predictable tax system for the industry. The new tax model came into force on May 1, 2015. Among other changes, the new set of rules establishes that the Excise Tax ( Imposto sobre Produtos Industrializados ), or the IPI Excise Tax, the Social Integration Program Contribution ( Programa de Integração Social ), or the PIS Contribution and the Social Security Funding Contribution ( Contribuição para Financiamento da Seguridade Social ), or the COFINS, are due by manufacturers and wholesalers and shall be calculated based on the respective sales price ( ad valorem ). Under the previous legislation, the referred taxes were due exclusively by the manufacturer at fixed amounts per liter of beer or soft drink produced ( ad rem ).  Moreover, in 2015 the States of São Paulo, Rio de Janeiro, Rio Grande do Sul, Ceará and Mato Grosso do Sul increased their ICMS Value-Added Tax rate applicable to beer and soft drinks, while the state of Minas Gerais and the Federal District once again increased the ICMS Value-Added Tax rate applicable to beer and soft drinks. 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.  Though the objective of reducing tax evasion is being achieved for federal taxes, and while state governments have started using data from the SICOBE in order to identify potential state tax evasion, there can be no assurance that unfair competition arising from tax evasion will be eliminated from the Brazilian beverage industry.

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 the businesses and operations conducted in Argentina and other South American countries.

We own 100% of the total share capital of Latin America South Investment, S.L., or LASI, the net revenues from which in 2015 corresponded to 24.1% 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 2014 the Argentinean peso underwent a significant devaluation, losing 15.7% of its value relative to the real , impacting the net assets, results and cash flows of our Argentinean operations.  The 2014 devaluation of the peso relative to the real , and further devaluations of the peso in the future, if any, may decrease our net assets in Argentina, with a balancing entry in our equity.  See “—Risks Relating to Our Operations—Our results of operations are affected by fluctuations in exchange rates.”

In addition, on July 30, 2014 Argentina entered into a selective default of its restructured debt. The full consequences of the default on Argentina’s political and economic landscape, and on our operations there, are still unclear.  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.  Despite the recent election of a new presidential government that seems more committed to fiscal responsibility, our liquidity and operations and our ability to access funds from Argentina could be adversely affected to the extent the economic or political situation in Argentina deteriorates, or if additional foreign exchange restrictions are implemented in Argentina.

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, the Conselho Administrativo de Defesa Econômica (Administrative Council for Economic Defense), or the CADE.  Nevertheless, 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 certain points of sale ( e.g. , highways and sales near schools), prohibiting the sale of CSDs in schools and imposing restrictions on advertisement of alcoholic beverages.  The Brazilian Congress is also 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.  In addition, there are legal proceedings pending before Brazilian courts that may lead to restrictions on advertisement of alcoholic beverages.  These rules and 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 in reais .  In 2015, we derived 43.7% of our net revenues from operating companies that have functional currencies that are not reais (that is, in most cases, the local currency of the respective operating company).  Consequently, any change in exchange rates between our operating companies’ functional currencies and reais will affect our consolidated income statement and balance sheet.  Decreases in the value of our operating companies’ functional currencies against reais will tend to reduce those operating companies’ contributions in terms of our financial condition and results of operations. 

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 hedging 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, as well as to adverse press coverage, which could cause our reputation and sales to 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, or the FCPA.

 

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.

Despite the new Brazilian Antibribery Act, Brazil still has a perceived elevated risk of public corruption, which may, to a certain degree, leave us exposed to potential violations of the FCPA or other anti-bribery laws.  For example, a number of high profile corporate corruption allegations have surfaced, principally since the beginning of 2014.  In that respect, Brazilian authorities currently investigating alleged corruption cases have in the past released a list of companies that had contracted consulting services from a firm part-owned by a former elected government official who has been convicted of corruption and racketeering by Brazil’s highest court.  Years ago, we retained the services of this consulting firm in connection with a specific matter and, thus, have been cited among these consultant’s clients.  We have reviewed our internal control and compliance procedures in relation to these services and have not identified any evidence of misconduct.

Although we have implemented what we understand to be a very robust compliance and anti-corruption program to detect and prevent violations of applicable anti-corruption laws, which includes a strict requirement prohibiting our employees and agents from violating these laws, there remains some degree of risk that improper conduct could occur, thereby exposing us to potential liability and the costs associated with investigating potential misconduct.  Another potential fallout from having our name or brands associated with any misconduct is adverse press coverage, which, even if unwarranted or baseless, could damage our reputation and sales.  Therefore, if we become involved in any investigations under the FCPA, the Brazilian Antibribery Act or other applicable anti-corruption statutes, our business could be adversely affected.

Contractual and legal restrictions to which Ambev and its subsidiaries are potentially or allegedly subject may be triggered upon the consummation of certain transactions involving our indirect controlling shareholder, Anheuser-Busch InBev N.V./S.A., or ABI, resulting in adverse limitations to our operations.

Ambev and its subsidiaries are a party to certain joint venture, distribution and other agreements, guarantees and instruments that may contain restrictive provisions that our contractual counterparties may try to interpret as being triggered upon the consummation of certain unrelated transactions of ABI, including the combination of ABI and SABMiller pls, or SABMiller.  Some of those contracts may be material and, to the extent they may contain any such restrictive provisions, our counterparties may seek to enforce certain contractual remedies that may curtail material contractual rights and benefits that we have thereunder under the argument that ABI’s consummation of certain transactions has triggered the referred provisions.  Similarly, unrelated transactions consummated by ABI may subject us to further antitrust restrictions in the countries in which we already operate.  Any such restrictions may limit the amount and quality of business we conduct in each of those countries.

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, while competitors may be able to respond more quickly than we can to emerging trends.

 

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.

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, 43.7% (R$20.4 billion) of our total net revenues of R$46.7 billion in 2015 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 channel for advertising beer and other 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, other alcoholic beverages 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, drinking while pregnant 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).  Factors such as negative publicity regarding the consumption of beer, other alcoholic beverages or soft drinks, publication of studies indicating a significant health risk from consumption of those beverages, or changes in consumer perceptions affecting them could adversely affect the sale and consumption of our products and harm our business, results of operations, cash flows or financial condition to the extent 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 or 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.

 

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.

 

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 those 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, other alcoholic beverages and soft drinks, 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, 2015, 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.

Moreover, companies in the alcoholic beverage and soft drink industries are, from time to time, exposed to collective suits (class actions) or other litigation relating to alcohol advertising, alcohol abuse problems or health consequences from the excessive consumption of beer, other alcoholic beverages and soft drinks. As an illustration, certain beer and other alcoholic beverage producers from Brazil and Canada have been involved in class actions and other litigation seeking damages. If any of these types of litigation were to result in fines, damages or reputational damage for us, this could have a material adverse effect on our business, results of operations, cash flows or financial position. 

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.

We also face water scarcity and quality 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.  We have implemented an internal strategy in order to considerably reduce the use of water in our operative plants.  However, 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.  Despite the recent relaxation in U.S. foreign policy towards Cuba, this country is still 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 ABI, a controlling interest of 50% 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.  We have the right to appoint the general manager of Bucanero.  Bucanero’s main brands are Bucanero and Cristal , but it also imports and sells in Cuba other brands produced by certain of our other subsidiaries. In 2015, Bucanero sold 1.5 million hectoliters of beer, representing about 1.2% of our total beer volume of 125.2 million hectoliters for the year.  Although Bucanero 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).

Based on U.S. foreign policy, 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 against 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 the fact that Cuba remains a target of U.S. economic and trade sanctions.

 

In addition, there have in the past been 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 the divestment from, or reporting of interests in, companies that do business with countries designated as state sponsors of terrorism.  Although the United States government has recently ceased to identify Cuba as a state sponsor of terrorism, this position may be revised by action of the U.S. government’s executive branch.  If U.S. government policy towards Cuba were to be reversed, with that country being once again designated as a state sponsor of terrorism, Cuba could return to being a target of possible restrictions for U.S. investment.  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 claim or as to the claimants’ standing to pursue it.

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, cyber-attacks, 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.

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 deceleration of the Chinese economy in 2015 resulted in the depreciation of the currencies of several emerging 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 with Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência , or FAHZ, held in aggregate 71.9% of our total and voting capital stock (excluding treasury shares) as of December 31, 2015.

ABI indirectly holds shares in us representing 62.0% of our total and voting capital stock (excluding treasury shares) as of December 31, 2015.  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 unconsolidated financial statements prepared under IFRS.  The main sources for these dividends are cash flows from our operations and dividends from our operating subsidiaries.  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.

Brazilian foreign exchange controls and regulations could restrict conversions and remittances abroad of the dividend payments and other shareholder distributions paid in Brazil in reais in 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 and had their remittance abroad withheld 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 in reais in 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. 4,373.  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 United States, 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.

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.

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);
·	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 in us); 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 those persons within the United States or other jurisdictions outside Brazil or to efficiently enforce against us or them 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 ADSs may 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, a plaintiff (whether or not Brazilian) residing outside Brazil during the course of litigation in Brazil must provide a bond to guarantee court costs and legal fees if the plaintiff owns no real property in Brazil that could secure such payment.  The bond must have a value sufficient to satisfy the payment of court fees and defendant’s attorney fees, as determined by a Brazilian judge.  This requirement does not apply to the enforcement of foreign judgments that have been duly confirmed by the Brazilian Superior Court of Justice ( Superior Tribunal de Justiça ).  Furthermore, 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.

Judgments of Brazilian courts with respect to our shares will be payable only in reais .

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 than reais .  Under Brazilian exchange control limitations, an obligation in Brazil to pay amounts denominated in a currency other than reais may 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.

 

 

ITEM 4.                INFORMATION ON THE COMPANY

Ambev’s principal executive offices are located at Rua Dr. Renato Paes de Barros, 1017, 3 ^rd floor, 04530‑001, São Paulo, SP, Brazil, and its telephone number and email are: (5511) 2122-1414 and ir@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.  The Brahma brand 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 the mid-1990s, Brahma started its international expansion into Latin America, and since then we have been buying assets in different parts of the continent including the South America, Central America and the Caribbean.

In the late 1990s, Brahma obtained the exclusive rights to produce, sell and distribute Pepsi CSD products throughout Brazil, and since then we have been distributing these products throughout that country. Our PepsiCo franchise agreement for Brazil expires in 2017, and thereafter, will be automatically renewed for additional ten-year terms if certain conditions set forth in that agreement are met.  In addition, certain of our subsidiaries have franchise agreements for Pepsi products in Argentina, Bolivia, Uruguay and the Dominican Republic.

In the early 2000s, we acquired a 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 increased our equity interest in Quinsa to 91% of its total share capital, after which we started to fully consolidate Quinsa upon the closing of that transaction in August 2006.

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.

Recent Acquisitions and Strategic Alliances in Latin America

On May 11, 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 our 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, 2015, we owned an aggregate 55.0% indirect interest in CND.

 

 

In January 2014, one of our wholly-owned subsidiaries acquired from ABI a controlling interest of 50% 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. We have the right to appoint the general manager of Bucanero. Its main brands are Bucanero and Cristal. 

In March 2015, one of our subsidiaries acquired Wäls Brewery, a local craft brewer in the State of Minas Gerais.  In 2014, Wäls was awarded the best dubbel for its brand ‘Wäls Dubbel’ in the World Beer Cup.

Also in March 2015, Ambev and Whirlpool created B.Blend, a joint venture to develop and commercialize the first all-in-one capsule-based beverage machine.

In July 2015, one of our subsidiaries acquired Beertech Bebidas e Comestíveis Ltda., also known as Colorado, a traditional craft brewer from the city of Ribeirão Preto, in the state of São Paulo, that uses local ingredients in its productions.

Also in July 2015, we announced a strategic alliance with The Central America Bottling Corporation, or CBC, in Peru, pursuant to which AmBev Peru will focus on its beer business in that country while CBC will be responsible for the soft drinks business in Peru.  As a result, we are no longer reporting CSD volumes in Peru.

In December 2015, one of our subsidiaries acquired the majority of the shares of Banks Holdings Company, or BHL, a publicly-traded company in the Barbados Stock Exchange focused on the production and distribution of beers and non-alcoholic beverages.  BHL produces and sells the leading beers in Barbados, including Banks and Deputy , and also soft drinks, juices and dairy products.

Recent Acquisitions in Canada

In October 2015, Labatt announced that it had purchased the Mill Street Brewery, a craft brewer based in Toronto, with a portfolio of 70 unique and innovative beers. Founded in 2002, Mill Street is an award winning craft brewery and the largest producer of certified organic beer in Canada, with key brands such as Mill Street Original Organic Lager , 100 ^th Meridian Amber Lager , Tankhouse Ale and Cobblestone Stout . Mill Street also operates popular brewpubs in Toronto and Ottawa.

In November 2015, we entered into an agreement to acquire a range of ready-to-drink, cider and craft beer brands for the Canadian market from the Mark Anthony Group of Companies. These brand additions include recognized and innovative brands such as Palm Bay , Mike’s Hard Lemonade and Okanagan Cider , leveraging our near-beer platform by expanding our portfolio into the fast growing ready to drink and cider segments in Canada. The agreement also includes the Turning Point Brewery in British Columbia, which brews the Stanley Park family of brands. The acquired brands will be managed by our subsidiary Labatt Breweries of Canada. The transaction closed on January 20, 2016. 

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 the incorporação agreement 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 the Incorporação .  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 the Incorporação , 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).

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.

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 each and every issued and outstanding common and preferred share of Old Ambev not held by Ambev S.A. (including in the form of ADSs) was exchanged for five newly issued common shares of Ambev S.A. (including in the form of ADSs).  As a result of the stock swap merger, Old Ambev became a wholly-owned subsidiary of Ambev S.A., which continued the same operations of Old Ambev.  The ratio adopted for the stock swap merger did not result in any ownership dilution in the equity interest held in us by our minority shareholders, including our former non-voting preferred shareholders, who were granted a separate class vote on the transaction without the interference of our controlling shareholder.

 

The stock swap merger combined our former dual-class capital structure, comprised of voting common shares and non-voting preferred shares, into a new, single-class capital structure, comprised exclusively of voting common shares.  The purpose of this transaction was to simplify our corporate structure and improve our corporate governance, with a view to increasing liquidity for all shareholders, eliminating certain administrative, financial and other costs and providing more flexibility for the management of our capital structure.  As a result of the stock swap merger, all shareholders of Old Ambev, including former holders of that company’s non-voting preferred shares, gained access to the same rights and privileges enjoyed by Old Ambev’s common shareholders, including full voting rights and the right to be included in a change-of-control tender offer under the Brazilian Corporation Law that ensures that holders of common stock are offered 80% of the price per share paid to a selling controlling shareholder in a change-of-control transaction.

Upstream Merger of Old Ambev with and into Ambev S.A.

In January 2014, and as a subsequent step of the stock swap merger, 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 merger, 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 19 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 Central America and the Caribbean, or CAC, operations, which in the past we referred to as “HILA-Ex” operations, that currently includes our operations in the Dominican Republic, Saint Vincent, Antigua, Dominica, Cuba, Guatemala (which also serves El Salvador and Nicaragua) and, starting in 2016, Barbados;
·	Latin America South , or LAS, which includes our operations in Argentina, Bolivia, Paraguay, Uruguay, Chile, Colombia, Peru and Ecuador; and
·	Canada , represented by Labatt’s operations, which includes domestic sales in Canada and some exports to the U.S. market.

 

The following map illustrates our three business segments as of December 31, 2015:

 

An analysis of our consolidated net sales by business segment is presented in the table below:

 

An analysis of our sales volume by business segment is presented in the table below:

	Sales Volumes (’ 000 hl ) Year Ended December 31,
	2015		2014		2013
	Volume	% of Total	Volume	% of Total	Volume	% of Total
Latin America North	123,463.4	73.0%	125,418.3	73.0%	120,415.4	72.3%
Brazil	114,354.2	67.6%	117,508.9	68.4%	113,148.0	68.0%
Beer Brazil	85,330.9	50.5%	86,903.9	50.6%	82,973.9	49.8%
CSD & NANC	29,023.3	17.2%	30,605.0	17.8%	30,174.1	18.1%
CAC	9,109.2	5.4%	7,909.4	4.6%	7,267.4	4.4%
Latin America South	35,914.5	21.2%	36,826.4	21.4%	36,917.7	22.2%
Canada	9,700.3	5.7%	9,520.9	5.5%	9,135.2	5.5%
Total	169,078.2	100.0%	171,765.7	100.0%	166,468.3	100.0%

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 five main commercial platforms as follows:
 

·	Elevate the core : we believe that building strong brands that create enduring bonds with our consumers is a fundamental prerequisite to assure the sustainability of our business in the future.  By connecting with our consumers through relevant marketing platforms and breakthrough experiences, such as the Rio 2016 Olympic Games, we are able to drive a superior top line performance by balancing volume and price/mix growth in a sustainable way;
·	Accelerate Premium : premium volumes have been growing above mainstream in Brazil and there is a significant opportunity to accelerate this growth and to increase even further the weight of premium volumes within beer.  At Ambev, we are working towards leading this growth through our wide-ranging portfolio of domestic and international premium brands and by improving our route to market execution;

 

 

·	Near-Beer : when looking at different consumption occasions, we have identified meaningful volumes opportunities that we are not capturing today with beer.  Through deep consumer insights, we have been developing new products with a different liquid profile, focusing on these opportunities. With Skol Beats Senses and Skol Beats Spirit in Brazil or Mixxtail in LAS, malt based beverages, with a stronger alcohol content and different flavors, we seek to win a bigger share of the total alcoholic beverage space mainly in the night out occasion.  With Brahma 0.0%, we have been expanding our presence in the non-alcoholic beverage space while building a new consumption habit in Brazil.  Going forward, innovation will be key to continue to increase our total share of throat through new liquids;
·	At Home : by better understanding consumption habits in the in home occasion, we are able to capture significant volume opportunities through new liquids, new packaging or even new selling models, such as Emporiodacerveja.com.br, the biggest beer ecommerce in Brazil.  There is also significant room to enhance the beer category execution in different retail formats and regions in Brazil, including the opportunity to increase the penetration of returnable glass bottles in supermarkets, driving affordability in a profitable way; and
·	Out of Home : having a beer at a Boteco , a traditional type of bar in Brazil, continues to be a strong part of Brazilian culture and part of Brazilian consumers’ day-to-day lives.  We deliver our brands to almost one million points of sale in Brazil, mainly Botecos , through our unique distribution system, always looking for ways to improve our execution and better serve our clients.  Along with that, we are constantly seeking ways to perfect the “out-of-home” experience to consumers, through different initiatives such as with, among others: Skol Draft, which allows us to deliver the amazing chopp experience to more consumers in an affordable and profitable way; Skol Cube, an innovative cooler that keeps beer cold for one hour outside the refrigerator; Curtisom, our micro events platform, based on itinerant music stages developed for one night concerts at different bars every night; expansion of one liter returnable glass bottles; and driving affordability to consumers.

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:

	2015 Quarterly Volumes ( as a percentage of annual volumes )
	1st Quarter	2nd Quarter	3rd Quarter	4th Quarter	2015
Latin America North	25.3%	22.3%	23.8%	28.6%	100%
Brazil	25.6%	22.1%	23.7%	28.6%	100%
Beer Brazil	25.9%	21.7%	23.9%	28.5%	100%
CSD & NANC	24.8%	23.5%	23.1%	28.6%	100%
CAC	21.8%	23.7%	25.7%	28.8%	100%
Latin America South	28.0%	21.5%	21.8%	28.7%	100%
Canada	18.9%	28.4%	28.5%	24.2%	100%
Total	25.5%	22.5%	23.6%	28.4%	100%

Description of the Markets Where We Operate

Latin America North

Brazil

The Brazilian Beer Market 

In 2015, Brazil was one of the world’s largest beer markets in terms of volume, reaching 126.5 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.

According to our estimates, in 2015 we had a 67.5% share of the Brazilian market in terms of beer sales volumes, mainly through our three major brands: Skol , Brahma and Antarctica . Our closest competitors in Brazil are: Cervejaria Petrópolis with a 12.8% market share; Heineken, with a 9.3% market share; and Brasil Kirin with an 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 136 operations, and (2) our proprietary direct distribution system, involving more than 112 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.”

Near-Beer

Some of our recent innovations have stretched beyond typical beer consumption occasions, such as Skol Beats Senses and Skol Beats Spirit , which are sweeter beverages with higher alcohol content, and Brahma 0.0%, a non-alcoholic beer. These innovations are designed to grow the near-beer category and improve our market share of beverage categories other than beer, by addressing changing consumer trends and preferences. At the end of 2015, this new segment created by Skol Beats Senses and Skol Beats Spirit already accounted for 1.0% of our total beer volume in Brazil, while, according to our estimates, Brahma 0.0% is the leader in the Brazilian non-alcoholic beer segment and represents another 1.0% of our total beer volumes in the country.

 

 

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 approximately 95% of the volumes of our CSD & NANC unit.

According to our estimates, the leading CSD flavors in Brazil are (1) cola (with 52.1% of the market), (2)  guaraná , (3) orange, and (4) lime.  Most CSDs in Brazil are sold in supermarkets in two-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.  In 2015, according to our estimates, The Coca-Cola Company family of brands had a 60.7% market share in the Brazilian CSD market, while we had a 19.1% 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 are Guaraná Antarctica (including Guaraná Antarctica Black , a line extension of Guaraná Antarctica launched in 2015), the leader in the “non-cola” flavor segment with a 10.4% market share in Brazil in 2015, and Pepsi Cola with a 4.6% market share in that year, in each case according to our estimates.  Pepsi Cola is sold under our exclusive production and bottling agreements with PepsiCo. Our CSD portfolio also includes such brands as Gatorade in the isotonic market, H2OH! in the flavored water market, and Lipton Iced Tea in the ready-to-drink tea market, which are also sold under license from PepsiCo, and Monster in the energy drinks market, under license from Monster Energy Company, and Fusion, a proprietary brand that became in 2015 the third largest brand in the energy drinks segment in Brazil.

Our CSD & NANC products are sold in Brazil through the same distribution system used for beer.

CAC (Central America and the Caribbean)

Central America

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 ounce and the 16 ounce cans.  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 one-liter glass bottle.  Our main competitor in El Salvador is Industrias La Constancia, a local subsidiary of SABMiller, which is the market leader in that country.

In Nicaragua, our main packaging presentation is the returnable one-liter glass bottle.  Our main competitor in Nicaragua is the market leader, Compañía Cervecera de Nicaragua, which is a joint venture between Guatemala’s Cerveceria Centro Americana and Florida Ice & Farm Co, an investor group from Costa Rica.

In Honduras, we are currently selling imported brands as Budweiser and Bud Light .  Our main competitor in Honduras is Cerveceria Hondureña, a local subsidiary of SABMiller.

In all of these markets, beer is predominantly sold in returnable bottles through small retailers.  We sell our Brahva , Brahva Gold , Extra , Budweiser , Bud Light , Stella Artois , Corona , Modelo Especial , Beck, Leffe and Hoegaarden beer brands in Central America, which are distributed through the CBC distribution system, jointly with CBC’s CSD portfolio.  According to our estimates, the total annual sales volume of these beer markets was 6.8 million hectoliters in 2015.

 

The Caribbean Beer Market

In Cuba, our main packaging presentation is the 12 ounce can.  Our main competitor in Cuba is State Brewery.  We currently sell the Bucanero , Cristal , Mayabe and Cacique local beer brands in Cuba. According to our estimates, the total annual sales volume of the Cuban beer market was approximately 2.5 million hectoliters in 2015.

In the Dominican Republic, the annual sales volume of the beer market was 3.9 million hectoliters in 2015, according to our estimates.  The main packaging presentation in the Dominican beer market consists of the returnable 650-milliliter and one-liter glass bottles, which are 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 as Presidente , Brahma Light , President Light , Bohemia , The One , Corona , Stella Artois and Budweiser.  Our distribution system in the Dominican Republic is comprised mainly of direct distribution operations.

In Barbados, the annual sales volume of the beer market was 0.2 million hectoliters in 2015, according to our estimates. We are the market leader with brands such as Banks and Deputy , which are produced locally by BHL.  In 2015, these brands held an approximate 83.4% market share in Barbados, according to our estimates.  The growth in the Barbados beer market in the past three years was driven by imported and domestic value brands.  The main packaging presentation in Barbados is the 250-milliliter and 275-milliliter returnable glass bottles.

The Caribbean CSD Market

According to our estimates, the annual sales volume of the Dominican CSD market was 5.5 million hectoliters in 2015.  The main packaging presentation in the Dominican CSD market is the returnable half-liter bottle, in either glass or PET format, 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 in that market.

Our main CSD brands in the Dominican Republic are Red Rock , Pepsi-Cola and Seven 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.

In Barbados, the annual sales volume of the CSD market was 0.3 million hectoliters in 2015, according to our estimates. Barbados Bottling Co. Ltd., a wholly owned subsidiary of BHL, is the market leader for CSD with a market share of approximately 66.7% in 2015, according to our estimates.  BHL produces and distributes Coke and its allied brands under franchise along with own proprietary brand Frutee , which is comprised of ten flavours.  BHL, through other subsidiaries, also produces and commercializes juices and dairy products in Barbados.

Latin America South

Argentina

Argentina is one of our most important regions, second only to Brazil in terms of volume.

We serve more than 314,000 points of sale throughout Argentina both directly and through our exclusive third-party distributors.

The Argentine Beer Market

According to our estimates, the annual sales volume of the Argentine beer market was 17.3 million hectoliters in 2015.  With a population of approximately 43 million, Argentina is Latin America South’s largest and most important beer market.

Beer consumption in Argentina has grown in recent years, but remained stagnant in 2015, reaching a per capita consumption of 40 liters in that year, the same level recorded in 2014.  Since 2000, beer has become the number one selling alcoholic beverage in Argentina in terms of hectoliters sold, according to our estimates.

 

In Argentina, 33.4% of our beer volumes is distributed directly by us and 66.6% is distributed through exclusive third-party distributors.  Our main package presentation in Argentina is the one-liter returnable glass bottles, which accounted for 90.8% of our sales in 2015.

According to our estimates, on-premise consumption represented 20.0% of beer volumes in Argentina in 2015, and supermarkets sales represented 13.4% 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 are Quilmes Cristal , Brahma and Stella Artois .  We are the leading beer producers in Argentina with 76.9% market share in 2015, according to our estimates.  Our main competitor in Argentina is Compañía Cervecerías Unidas S.A. which held an approximate 19.1% market share in 2015 according to our estimates.

The Argentine CSD Market

According to our estimates, in 2015 annual sales volume of the Argentine CSD market was 44.8 million hectoliters.  In Argentina, 47.0% of our CSD volume is distributed directly by us and 53.0% is distributed through exclusive third-party distributors.  Non-returnable bottles represented 85.6% of our CSD sales in that country in 2015.

We are the exclusive Pepsi bottlers in Argentina and our most important CSD brand in that country is Pepsi .  We had a 19.9% share of the Argentine CSD market in 2015, 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 3.3 million hectoliters in 2015.  The Bolivian market is strongly influenced by macroeconomic trends and governmental regulatory and fiscal policies.

In Bolivia, 1.5% of our beer volumes is directly distributed by us and 98.5% is distributed through exclusive third-party distributors.  Our main package presentation in Bolivia is the 620-milliliter returnable glass bottle, which accounted for 74.4% of our sales in 2015.

Our most important beer brands in Bolivia are Paceña , Taquiña and Huari .  We are the leading beer producer in Bolivia with a 97.5% market share in 2015, according to our estimates.

The Bolivian CSD Market

In March 2009, we, through Quinsa, acquired from SABMiller 100% of Bebidas y Aguas Gaseosas Occidente S.R.L., becoming the exclusive bottler of Pepsi in Bolivia.

According to our estimates, in 2015 the annual sales volume of the Bolivian CSD market was 4.0 million hectoliters.  41.1% of our CSD volumes in Bolivia is directly distributed by us and 58.9% is distributed through exclusive third-party distributors, while 96.9% of our CSD sales in that country in 2015 were through non-returnable bottles.

Chile

According to our estimates, the annual sales volume of the Chilean beer market was 7.5 million hectoliters in 2015.  Beer consumption in Chile has increased every year since 2009.  Our most important beer brands in Chile are Becker, Báltica and Stella Artois , where our market share has been growing in the last years.

 

In 2015, we became the exclusive distributors of the Corona brand in Chile, and since January 2016 we also started to import and distribute Budweiser in that country.

Colombia

According to our estimates, the annual sales volume of the Colombian beer market was 21.2 million hectoliters in 2015.  Our Latin America South business unit manages the beer businesses in Colombia out of a facility based in that country.  In Colombia, 100% of our beer volumes is distributed through third-party distributors.   Our main package presentation in Colombia is the 355-mililiter non-returnable bottle, which accounted for approximately 82 % of our sales in 2015. Our most important beer brands in Colombia are premium brands, like Corona and Budweiser , with our beer market share in that country reaching 0.5% in 2015, according to our estimates.

Paraguay

According to our estimates, the annual sales volume of the Paraguayan beer market was 2.9 million hectoliters in 2015, excluding contraband.

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, 70.7% of our beer volumes is directly distributed by us and 29.3% is distributed through exclusive third-party distributors.  Our main package presentation in Paraguay is the can, which accounted for 53.4% of our sales in 2015.

Our most important beer brands in Paraguay are Brahma and Ouro Fino , with our market share in that country reaching 74.9% in 2015, according to our estimates.  In March 2009, we also became the exclusive distributors of the Budweiser brand in Paraguay.

Uruguay

The Uruguayan Beer Market

According to our estimates, the annual sales volume of the Uruguayan beer market was 0.9 million hectoliters in 2015.  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, 26.6% of our beer volumes is directly distributed by us and 73.4% is distributed through exclusive third-party distributors.  Our main package presentation in Uruguay is the one-liter returnable glass bottle, which accounted for 83.2% of our sales in 2015.

Our most important beer brands in Uruguay are Pilsen and Patricia , with our market share reaching 95.3% in 2015, according to our estimates.

The Uruguayan CSD Market

According to our estimates, in 2015 the annual sales volume of the Uruguayan CSD market was 4.0 million hectoliters. 

In Uruguay, 43.1% of our CSD volume is directly distributed by us and 56.9% is distributed through exclusive third-party distributors.  Non-returnable bottles account for 85.2% of our sales in that country in 2015.  Our most important brand in Uruguay is Pepsi, with The Coca-Cola Company being our main competitor.

 

 

Ecuador

According to our estimates, our share of the Ecuadorian beer market in urban centers was approximately 4.4% in 2015.  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 of the Ecuadorian beer market is SABMiller.

Our main beer brands in Ecuador are Brahma and Budweiser , and our distribution system in Ecuador is comprised of direct distribution operations in Guayaquil and Quito, and third-party distributors around the country.

Peru

According to our estimates, our share of the beer market in Peru’s capital, Lima, was approximately 4.4% in 2015.  The main packaging presentation is the returnable, 630-milliliter glass bottle, which is predominantly sold in small retail stores.  The market leader of the Peruvian beer market is SABMiller.

Our main beer brands in Peru are Brahma Löwenbräu , Corona, and Stella Artois and 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.

Canada - Labatt

The Canadian Beer Market

Our Canada business segment is represented by the Labatt operations, which sells domestic and ABI beer brands, a portfolio of ready-to-drink and cider brands, and exports the Kokanee beer brand to the United States.

According to our estimates, the annual sales volume in the Canadian beer market was 22.2 million hectoliters in 2015, of which Labatt, the market leader, had a volume share of 42.4%.  The main packaging presentation in that country is the returnable, 341-milliliter glass bottle, and the 355-milliliter aluminum can, 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 are Budweiser and Bud Light (brewed and sold under license from ABI’s subsidiary Anheuser-Busch, Inc., or Anheuser-Busch), along with Corona , Labatt Blue , Alexander Keith’s, Stella Artois and Kokanee .  Our distribution system in Canada is structured in different ways across the country, as further explained below.

Distribution in Ontario

In Ontario, the province with the largest beer consumption in Canada, we own together with other brewers a distribution and retail company incorporated in 1927 named Brewers Retail Inc., the retail component of which carries out business as The Beer Store, or TBS.  In 2015, we finalized a new Master Framework Agreement, or MFA, with the government of the Province of Ontario that specifies TBS’s role as a retailer and distributor of beer.

Under the new MFA, TBS will continue, until 2025, to be the dominant retailer for pack sizes larger than six bottles or cans of beer.  The Liquor Control Board of Ontario, or LCBO, a chain of liquor stores owned by the government of the Province of Ontario, will continue to have the ability to sell beer.  Most LCBO stores are limited to selling pack sizes of six bottles or cans of beer or less.  Under the new MFA up to 450 grocery stores may also be granted a license to sell beer in pack sizes of six bottles or cans or less. 

TBS ownership is now available to all qualifying Ontario-based brewers.  TBS’s new 15-member Board of Directors will be made up of the following members:  four directors nominated by Labatt;  four directors nominated by Molson Coors;  four independent directors nominated by a selection committee jointly represented by the Province of Ontario, Labatt and Molson-Coors; two directors nominated by larger brewers with TBS sales greater than 50,000 hectoliters per year; one director nominated by small Ontario-based brewers who sell less than 50,000 hectoliters per year through TBS.

 

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, the Liquor License Act and the Alcohol and Gaming Regulation and Public Protection Act are administered by the Minister of Finance or the Attorney General, 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 2011 and 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 4. Information on the Company—B. Business Overview—Licenses—Licensing Agreements with ABI.”

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 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 supplier is Cooperativa Agroindustrial Agraria in Brazil.  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.”

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, Cargill and Tereos Syral.  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 Berries

We have a 1,070 hectare farm that provides us with 26 tons of guaraná seeds (berries) per year, or about 9.0% 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 brand Guaraná Antarctica among others.  The concentrate for Pepsi CSD products is purchased from PepsiCo.

Sugar

Sugar is widely available and is purchased by our regional sourcing entity.  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, lime and grape are purchased only in Brazil. Our main suppliers are Louis Dreyfus Commodities, Dohler, Citrus Juice, Citrosuco, Golden and Tecnovin.

Other

We buy all of the fruit juice, pulp and concentrate that we use in the manufacture of our fruit-flavored CSDs.

Packaging

Packaging costs are comprised of the cost of glass and PET bottles, aluminum 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, which we expanded in November 2015.  This unit now has a yearly production capacity of 212 thousand tons of glass, which represents a 114% increase from our 2015 capacity.

Our main aluminum can suppliers are Rexam and Crown. Our main glass bottles suppliers are Verallia (part of St. Gobain group), Owens-Illinois Glass Containers 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) and Ravi. PET pre-forms are principally purchased from Plastipak, Lorenpet group (CPR, Centralpet, LEB and Lorenpet), Logoplaste and Amcor. 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 CAC 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.

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

Pepsi

We have had a long-term agreement with PepsiCo since 1997 whereby we have been granted the exclusive right to bottle, sell and distribute certain brands of PepsiCo’s portfolio of CSDs in Brazil, including Pepsi-Cola , Seven Up, Gatorade , H2OH! , and Lipton Ice Tea .  The agreements will expire on December 31, 2017, and, thereafter, will be automatically renewed for an additional ten-year term if certain conditions set in that agreement are met. We also have agreements with PepsiCo to manufacture, bottle, sell, distribute and market some of its brands in the Dominican Republic.  Through our Latin America South operations, we are also PepsiCo’s bottler for Argentina, Uruguay and Bolivia.  In 2015, sales volumes of PepsiCo products represented approximately 31% of our total CSD & NANC sales volumes in Brazil, nearly 65% of our total CSD & NANC sales volumes in the Dominican Republic, all of our CSD & NANC sales volumes in Argentina, Bolivia and Uruguay.  In July 2015, we announced a strategic alliance with CBC in Peru, pursuant to which AmBev Peru will focus on its beer business in that country, while CBC will be responsible for the soft drinks business, including the agreement with PepsiCo to manufacture, bottle, sell, distribute and market some of its brands in some regions of Peru.

Licensing Agreements with ABI

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 the Budweiser and Bud Light brands, 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 2015, the Anheuser-Busch brands sold by Labatt represented approximately 60% of Labatt’s total sales volumes.  According to our estimates, the Budweiser brand is currently the largest selling brand, while Bud Light is the third largest selling brand, in Canada in terms of volume.

We also have a licensing agreement with Anheuser-Busch which allows us to exclusively produce, distribute and market Budweiser in Brazil.  We also have certain arrangements to sell and distribute Budweiser products in Ecuador, Paraguay, Guatemala, Dominican Republic, El Salvador, Nicaragua, Peru, Uruguay and, starting in 2016, Chile, and Corona in Argentina, Bolivia, Paraguay, Uruguay, Chile, Peru, Guatemala, El Salvador, Panama, Nicaragua and Canada.

We also have a cross-licensing agreement with ABI through which we are allowed to produce, bottle, sell and distribute beer under the Stella Artois brand in Latin America and Canada on an exclusive basis, and ABI is allowed to produce, bottle, sell and distribute beer under the brand Brahma in 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. As a result, in June 2005 we launched Stella Artois in Brazil and, since March 2005, ABI has been distributing Brahma beer in the United States and several countries such as the United Kingdom, Spain, Sweden, Finland and Greece. Labatt and ABI have an arrangement through which Labatt distributes certain ABI beer brands in Canada.

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 ( Corona Extra , Corona Light , Coronita , Pacifico and Negra Modelo ) in Latin America countries, including Brazil, as well as in Canada.  In addition, in April 2009, our Latin America South’s subsidiary in Paraguay, Cervecería Paraguay (Cervepar), signed a distribution agreement with ABI to distribute Budweiser in Paraguay.

 

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 2015, represented as a percentage of gross sales, was: 42.0% in Brazil; 21.3% in Canada; 20.6% in Central America; 31.6% in Ecuador; 44.4% in Peru; 41.4% in the Dominican Republic; 25.6% in Argentina; 31.5% in Bolivia; 31.5% in Chile; 16.0% in Paraguay; and 31.4% in Uruguay.

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 2015, represented as a percentage of gross sales, was: 35.9% in Brazil; 13.7% in the Dominican Republic; 23.6% in Argentina; 22.7% in Bolivia; and 30.0% 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.  In April 2013, an aggregate increase of 2% was approved with respect to the rates of the IPI Excise Tax, the PIS Contribution and the COFINS on beer sales.  In addition, in 2014 the IPI Excise Tax, the PIS Contribution and the COFINS were subject to another aggregate increase of 4% in April and 2% in October with respect to beer sales.  Moreover, in January 2015 the Brazilian federal government enacted Law No. 13,097, which introduced a new federal taxation model for beer and soft drinks.  The law is a result of the combined efforts of the Brazilian federal government and beverage companies with a view to creating a less complex and more predictable tax system for the industry.  The new tax model came into force on May 1, 2015. Among other changes, the new set of rules establishes that the IPI Excise Tax, the PIS Contribution and the COFINS are due by manufacturers and wholesalers, and shall be calculated based on the respective sales price ( ad valorem ).  Under the previous legislation, the referred taxes were due exclusively by the manufacturer at fixed amounts per liter of beer or soft drink produced ( ad rem ).

In 2013 and 2014 the following six Brazilian states increased their rates for ICMS Value-Added Tax applicable to beer: Minas Gerais, Sergipe, Amazonas, Mato Grosso, Bahia and the Federal District.  In addition, in 2015 the States of São Paulo, Rio de Janeiro, Rio Grande do Sul, Ceará and Mato Grosso do Sul increased their ICMS Value-Added Tax rate applicable to beer and soft drinks, while the state of Minas Gerais and the Federal District once again increased the rate of that tax applicable to the referred beverages.

C.          Organizational Structure

Our two direct controlling shareholders, IIBV and AmBrew, both of which are subsidiaries of ABI, together with FAHZ, held in aggregate 71.9% of our total and voting capital stock (excluding treasury shares) as of December 31, 2015.

ABI indirectly holds shares in us representing 62.0% of our total and voting capital stock (excluding treasury shares) as of December 31, 2015. 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.”

 

We conduct the bulk of our operations in Brazil directly.  We also indirectly control Labatt and the operations conducted by our CAC and Latin America South units.  The following chart illustrates the ownership structure of our principal subsidiaries as of December 31, 2015 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, 2015, our aggregate beer and CSD production capacity was 269.9 million hectoliters per year.  Our total annual beer production capacity was 192.4 million hectoliters as of that date.  Our total CSD production capacity was 77.5 million hectoliters at December 31, 2015.  In 2015, the total production at the facilities set forth below was equal to 124.0 million hectoliters of beer and 42.0 million hectoliters of CSD.

The following is a list of our principal production facilities as of December 31, 2015:

 

 

 

	Latin America North
Plant		Type of Plant
Brazil
Natal, Rio Grande do Norte		Beer
Guarulhos, São Paulo		Beer
Sete Lagoas, Minas Gerais		Beer
Uberlândia, Minas Gerais		Beer
Petrópolis, Rio de Janeiro		Beer
Ponta Grossa, Paraná		Beer
Wals/Belo Horizonte, Minas Gerais		Beer
Colorado/Ribeirão Preto, São Paulo		Beer
Águas Claras, Sergipe		Mixed
Aquiraz, Ceará		Mixed
Camaçari, Bahia		Mixed
Cebrasa, Goiás		Mixed
Cuiabá, Mato Grosso		Mixed
Jaguari é na, São Paulo		Mixed
João Pessoa, Paraiba		Beer
Itapissuma, Pernambuco		Mixed
Nova Rio, Rio de Janeiro		Mixed
Manaus, Amazonas		Mixed
Minas, Minas Gerais		Mixed
Teresina, Piauí		Mixed
Águas Claras do Sul, Rio Grande do Sul		Mixed
Piraí, Rio de Janeiro		Mixed
Curitibana, Paraná		Soft drinks
Contagem, Minas Gerais		Soft drinks
Jundiaí, São Paulo		Soft drinks
Sapucaia, Rio Grande do Sul		Soft drinks
São Paulo, São Paulo		Labels
Manaus, Amazonas		Crown Cap
Campo Grande, Rio de Janeiro		Glass Bottle
Manaus, Amazonas		Concentrate
Maltaria Navegantes, Rio Grande do Sul		Malt
Maltaria Passo Fundo, Rio Grande do Sul		Malt
CAC
Ambev Centroamerica, Guatemala		Beer
Santo Domingo, Dominican Republic		Beer
Hato Nuevo, Dominican Republic		Soft drinks
Saint Vincent		Mixed
Dominica		Mixed
Cuba		Beer

 

 

 

Latin America South
Plant	Type of Plant
Huachipa, Peru	Beer
Guyaquil, Ecuador	Beer
Cympay, Uruguay	Malt
Musa, Uruguay	Malt
Malteria Pampa, Argentina	Malt
Quilmes, Argentina	Beer
Corrientes, Argentina	Mixed
La Paz, Bolivia	Beer
Santa Cruz, Bolivia	Beer
Cochabamba, Bolivia	Beer
Huari, Bolivia	Beer
Tarija, Bolivia	Beer
Santiago, Chile	Beer
Colombia	Beer
Minas, Uruguay	Beer
Ypane, Paraguay	Beer
Zarate, Argentina	Beer
Mendoza, Argentina	Mixed
Montevideo, Uruguay	Mixed
Cordoba, Argentina	Soft Drinks
Trelew, Argentina	Soft Drinks
Buenos Aires South, Argentina	Soft Drinks and Juices
Tucuman, Argentina	Soft Drinks
Tres Arroyos, Argentina	Malt
Llavallol, Argentina(1)	Malt
Acheral, Argentina	Beer
Coroplas, Argentina	Crown Cap
FPV, Paraguay	Bottles
Sacaba, Bolivia	Soft Drinks
El Alto, Bolivia	Soft Drinks
Enalbo, Bolivia	Cans
(1) This malting facility has been leased
Canada
Plant	Type of Plant
St. John’s	Beer
Halifax	Beer
Montreal	Beer
London	Beer
Edmonton	Beer
Creston	Beer
Mill Street	Beer
Turning Point	Beer

 

 

ITEM 4A.             UNRESOLVED STAFF COMMENTS

Not applicable.

 

 

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, 2015, 2014 and 2013 and for the three years ended December 31, 2015 in reais and in 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 million reais , 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, the excess of the consideration paid, the amount of any non-controlling interests in the acquiree (when applicable), and the fair value, at the acquisition date, of any previous equity interest in the acquiree over the fair value of the net identifiable asset acquired at that date is recorded as goodwill.  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.

Management uses judgment to identify 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.

 

 

 

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, 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.  See “Item 4. Information on the Company—A. History and Development of the Company—Stock Swap Merger of Old Ambev with Ambev S.A.”. We have applied retrospectively the predecessor basis of accounting to our January 2014 intra-group acquisition of the control of Cerbuco, the holding company that owns controlling interest in Bucanero, a leading company in the Cuban business beer, consistent with the accounting policy for 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.  We manage defined benefit and defined contribution plans for employees of our companies located in Brazil and in our subsidiaries located in the Dominican Republic, Uruguay, Bolivia and Canada.  Usually, pension plans are funded by payments made both by us and our employees, taking into account the recommendations of independent actuaries.  We maintain funded and unfunded plans.

Defined Contribution Plans

A defined contribution plan is a pension plan under which we pay fixed contributions into a fund. We have 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 an expense in the period they are incurred.