The updated assessed amount related to this uncertain tax position as of 30 June 2024, as per IFRIC 23,
is approximately 0.7 billion Brazilian real (0.1 billion US dollar). Arosuco has not recorded any provisions for this matter based on the probability of loss.
Deductibility of IOC expenses
In 2013, as approved in a
Shareholders Meeting, Ambev implemented a corporate restructuring with the purpose of simplifying its corporate structure and converting into a single class of shares company, among other reasons. One of the steps of such restructuring involved a
contribution of shares followed by the merger of shares of its controlled entity, Companhia de Bebidas das Américas, into Ambev. As one of the results of this restructuring, the counterpart register of the positive difference between the
value of shares issued for the merger and the net equity value of its controlled entitys share was accounted, as per IFRS 10/CPC 36 and ICPC09, in an equity account of Ambev referred to as carrying value adjustment.
As a result of this restructuring, since 2019, Ambev has been receiving tax assessments from the Brazilian Federal Tax Authorities related to the interest on
capital (IOC) deduction in calendar years 2014 to 2021. The assessments refer primarily to the accounting and corporate effects of the restructuring carried out by Ambev in 2013 and its impact on the increase in the deductibility of IOC
expenses.
In all of the cases the Company obtained partially favorable decisions at the first-level administrative court and filed appeals to the Lower
Administrative Court. The appeals related to tax assessments involving calendar years 2014 and 2017 to 2021 await judgment by the Lower Administrative Court. The favorable portion of the decisions rendered by the first-level administrative court in
these cases is subject to mandatory review by the Lower Administrative Court as well.
With respect to the tax assessment involving calendar years 2015
and 2016, in May 2024 Ambev obtained at the Lower Administrative Court an unfavorable decision on the merits under discussion, but favorable as it relates to the fines charged by tax authorities, as the court decision cancelled the qualified
penalties charged. Ambev awaits formal notification of this decision to analyze any applicable appeals at the administrative or judicial level.
The
updated assessed amount related to this uncertain tax position as of 30 June 2024, as per IFRIC 23, is approximately 28.6 billion Brazilian real (5.1 billion US dollar). Ambev has not recorded any provisions for this matter based on the
probability of loss.
The uncertain tax position, as per IFRIC 23, continued to be adopted by Ambev as it also distributed or accrued IOC in the years
following the assessed period (2022-2023) and deducted such amounts from its Corporate Income Taxes taxable basis. Therefore, in a scenario where the IOC deductibility would also be questioned for the period after 2021, on the same basis and
arguments as the aforementioned tax assessments, Ambev management estimates that the outcome of such potential further assessments would be consistent with the already assessed periods.
In December 2023, Law No. 14,789/2023 (introduced in August 2023 as Provisional Measure No. 1,185), was enacted in Brazil, which changed the
calculation basis for interest on equity effective as of 1 January 2024. As a result, effective as of 1 January 2024, the uncertain tax treatment, as per IFRIC 23, is limited only to Corporate Income Taxes calculated in accordance with
rules and regulations in place prior to the enactment of Law No. 14,789/2023.
Disallowance on Income Tax deduction
In January 2020, Arosuco, a subsidiary of Ambev, received a tax assessment from the Brazilian Federal Tax Authorities regarding the disallowance of the income
tax reduction benefit provided for in Provisional Measure No. 2199-14/2001, for calendar years 2015 to 2018, and an administrative defense was filed. In October 2020, the first-level administrative court rendered an unfavorable decision to
Arosuco. Arosuco filed an appeal against the aforementioned decision.
In February 2024, the Lower Administrative Court rendered a partially favorable
decision in favor of Arosuco recognizing its right to benefit from the income tax reduction. The unfavorable portion relates to the claim regarding a difference in the methodology for calculating the benefit and concerns approximately
20 million Brazilian real (4 million US dollar). The decision may still be appealed to the Upper Administrative Court by the tax authorities.
The
updated assessed amount related to this uncertain tax position as of 30 June 2024, as per IFRIC 23, is approximately 2.7 billion Brazilian real (0.5 billion US dollar). Ambev has not recorded any provisions for this matter based on the
probability of loss.
This uncertain tax position, as per IFRIC 23, continued to be applied by Arosuco impacting calendar years following those assessed
(2019-2023) in which it benefited from the income tax reduction provided for in Provisional Measure No. 2199-14/2001. In the event Arosuco is questioned on this matter for future periods, and on the same basis and arguments as the
aforementioned tax assessment, Arosuco management estimates that the outcome of such potential further assessments would be consistent with the previously assessed periods.
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