FINANCIAL RISK MANAGEMENT | 5 FINANCIAL RISK MANAGEMENT 5.1 General considerations and policies Risks and financial instruments are managed through policies, the definition of strategies and implementation of control systems, defined by the risk management committees of the entities of the group, and approved by the Company’s Board of Directors. The compliance of treasury financial instruments positions, including derivatives, in relation to these policies, is presented and assessed on a monthly basis by the Company’s Treasury Committee and subsequently submitted to the analysis of the Audit and Risk Management and Finance Committees, the Executive Committee and, if necessary, the Board of Directors. Risk management of the Company’s operations is performed by the Company’s Corporate Treasury, which is also responsible for approving short-term investments and borrowings transactions. Risk management of the subsidiaries Aesop, The Body Shop, Avon and Natura Cosméticos is conducted by local treasury teams, subject to monitoring and approval of the Company’s Corporate Treasury. 5.2 Risks associated with the conflict between Russia and Ukraine In February 2022, Russia launched a full-scale military invasion and is now engaged in a wide-ranging military conflict with Ukraine. In response, governments, and authorities around the world, including the United States, United Kingdom and the European Union, announced sanctions and export restriction on certain companies, financial institutions, individuals and economic sectors of Russia and Belarus. In response, Russia announced countermeasures aimed at punishing foreign companies for interrupt their activities. Such sanctions and other measures could adversely affect our business. So far, the conflict resulted in the suspension of the operations of the subsidiaries The Body Shop and Aesop in Russia and of exports from the Russian manufacturing unit to other countries in the region, which are now supplied by our unit in Poland. Avon, however, continues to provide a basic earning opportunity to its Representatives through a simplified operating model. The administrative operations in Ukraine that were carried out within the Company's facilities have been idle since the beginning of the conflict. As of the date of these financial statements, the Company confirms that the facilities, as well as the goods and stocks held therein, have not been damaged and are in a suitable condition to be operated as activities resume in the future. There is no material impact considering the matter above until the issue date of the Company’s financial statements. Regarding operations of the subsidiary Avon in Russia, as of the date of these financial statements, no significant impacts were identified that affect the business model for managing financial assets or the classification of these assets. Additionally, there are no indications of a significant increase in the expected credit loss associated with operations, considering the maintenance of receivables collection levels and the increase in cash transactions (considering the reduction in credit operations as a result of restrictions imposed locally and of credit card processing companies in the country). During the quarter ended June 30, 2022, the Company's Management decided not to continue the operations of subsidiary The Body Shop in Russia and the related impacts are disclosed in note 30 Considering the maintenance of collection levels and sales operations for the local market in Russia, as well as the inexistence of significant restrictions that affect the Company's ability to carry out the management and cash changes necessary to maintain its operations, there is no significant risk of liquidity related to these events that affect this financial statement. Similarly, market risks associated with the transaction, including interest rate, currency and other price risks, including raw materials, did not significantly affect the Company's financial assets, considering the expectation of recoverability of the amounts in the ordinary course of business. Regarding the operations in Ukraine, the temporary suspension of sales in March and the reduction in the collection of outstanding receivables resulted in an increase in the allowance for losses on trade accounts receivable on December 31, 2022, this effect, however, not being material for this consolidated interim accounting information. Additionally, considering the absence of restrictions imposed on the changes in cash and cash equivalents, raising funds in the ordinary course of business and making payments and receipts, at the date of the financial statements, there are no significant impacts on the liquidity of the operations in that location. As a result of the developments of the conflict in the year ended December 31, 2022, there were still no impacts resulting from possible breaches of covenants or losses related to derecognition and/or modification of financial instruments or reclassification of cash flow hedge reserve amounts as a result of loss of effectiveness of derivatives recognized by hedge accounting or by the loss of expectation that transactions evaluated as highly probable will actually occur. The Company's Management is continuously monitoring developments to assess any possible future impacts that may arise as a result of the ongoing crisis, including the impairment of financial and non-financial assets, which the Company’s Management assesses based on the best information available. 5.3 Financial risk factors The Company’s activities expose them to several financial risks: market risks (including foreign currency and interest rate risks), credit risk and liquidity risk. The Company’s overall risk management program is focused on the unpredictability of financial markets and seeks to minimize potential adverse effects on the financial performance, using financial instruments to hedge certain risk exposures. The Company does not operate derivative instruments with the purpose of speculation. a) Market risks Market risks reflect the risks that the fair value or future cash flows of a financial instrument will fluctuate as a result of changes in market prices, including foreign exchange risk, interest rate risk and other price risks. The Company is exposed to market risks arising from their business activities. These market risks mainly comprise possible fluctuations in exchange and interest rates (detailed below in this note). Other price risks include, among others, exposures to financial instruments due to changes in commodity and raw material prices. Climatic aspects, such as the availability of natural raw material used in the products and/or significant changes in the cost of these items in view of their dependence on an environment conducive to harvesting and/or extraction in accordance with the sustainability assumptions and the commitments assumed by the Company with the environment may expose the Company to additional market risks that affect the entity's operations as well as the measurement and/or recoverability of financial instruments. As of December 31, 2022, the Company’s Management assessed these risks and concluded that they are not material. The disclosures about interest rate and liquidity risks discussed below also bring other considerations about sustainability and climate change issues. To hedge the current balance sheet positions of the Company against market risks, the following derivative instruments are used and consist of the balances in the following table, as of December 31, 2022 and 2021 Description – Balance sheet position Fair value (Level 2 Consolidated 2022 2021 Financial derivatives (785,733 ) 516,386 Operating derivatives (11,144 ) 251 Total (796,877 ) 516,637 b) Foreign exchange risk The Company is exposed to foreign exchange risk resulting from financial instruments and operations in currencies other than their functional currencies, as well as to operating cash flows in foreign currencies. To reduce this exposure, policies were implemented to hedge the Company from foreign exchange risk, which establish exposure levels related to these risks. The treasury procedures defined by the current policies include quarterly projection and assessment of the consolidated foreign exchange rate exposure of the Company, on which Management’s decision-making is based. The Company’s foreign exchange hedging policy considers the amounts of foreign currency of receivables and payables balances from commitments already assumed and recorded in the financial statements, as well as future cash flows, with a six-month Pursuant to the Foreign Exchange Hedging Policy, the derivatives entered into by the Company should eliminate the foreign exchange risk of financial instruments in currencies other than their functional currencies and should also limit losses due to exchange rate variation on future cash flows. To hedge from the foreign exchange exposures in relation to foreign currency, the Company enters transactions with derivative instruments such as swap and non-deliverable forward (“NDF”). Derivative instruments to hedge foreign exchange rate risk The Company classifies derivatives financial instruments between financial and operating derivatives. Financial derivatives include swaps or forwards engaged to hedge the foreign exchange risk the borrowing, financing, debt securities and intercompany borrowings denominated in foreign currency. Operating derivatives financial instruments are used to hedge the foreign exchange risk from the business’s operating cash flows. On December 31, 2022 and 2021 , the derivative financial instrument balances are composed as follows: Financial derivatives Fair value Gains (losses) of fair value adjustment Description 2022 2021 2022 2021 Swap agreements: (a) Asset portion: Dollar long position 6,108,505 6,881,981 34,867 978,350 Liability portion: Post-fixed CDI Rate: Short position in CDI (6,874,285 ) (6,348,442 ) (697,678 ) (823,887 ) Forward contracts and NDF: Liability portion: Post-fixed CDI Rate: (521 ) (137 ) (521 ) (137 ) Short position at interbank rate (19,432 ) (17,016 ) 3,723 94 Total derivative instruments, net: (785,733 ) 516,386 (659,609 ) 154,420 a) Swap transactions consist of swapping the exchange rate variation for a correction related to a percentage of the fluctuation of the Certificate of bank deposits (post-fixed CDI), in the case of Brazil. Below are the changes in net derivatives balances for the years ended on December 31, 2022 and 2021 Balance as of December 31, 2020 1,846,777 Gain from swap and forward derivative contracts for the year (unrealized) 441,554 Receipt of funds due to settlement of derivative transactions - operational activity (1,570,584 ) Payment of funds due to settlements of derivative instruments - financing activity 9,040 Losses in cash flow hedge operations (other comprehensive income) (210,150 ) Balance as of December 31, 2021 516,637 Losses from swap and forward derivative contracts for the year (unrealized) (992,813 ) Payment of funds due to settlement of derivative transactions - operational activity 594,225 Receipt of funds due to settlements of derivative instruments - financing activity (118,707 ) Losses in cash flow hedge operations (other comprehensive income) (790,479 ) Other movements (5,740 ) Balance as of December 31, 2022 ( ) For the derivative instruments held by the Company as of December 31, 2022 and 2021 “Operating” derivatives As of December 31, 2022 and 2021 Description Fair value 2022 2021 Net position in GBP and USD (4,510 ) (404 ) Forward contracts (6,634 ) 655 Total of derivative instruments, net (11,144 ) 251 Sensitivity analysis For the foreign exchange risk sensitivity analysis, the Company’s Management believes that it is important to consider, in addition to the assets and liabilities with exposure to fluctuations in exchange rates recorded in the balance sheet, the fair value of the financial instruments entered into by the Company to hedge certain exposures as of December 31, 2022 and 2021 2022 2021 Borrowing and financing in foreign currency in Brazil (a) (5,252,376 ) (5,897,015 ) Trade accounts receivable in foreign currency in Brazil 521,427 307,433 Trade accounts payable in foreign currencies in Brazil (15,214 ) (37,390 ) Fair value of financial derivatives 6,101,350 6,882,499 Net asset exposure 1,355,187 1,255,527 a) Excluding transaction costs. This analysis considers only financial assets and liabilities recorded in Brazil in foreign currency, since exposure to the foreign exchange rate variation in other countries is close to zero The following table shows the projection of the incremental loss that would have been recognized in profit or loss for the subsequent year, if the current net foreign exchange exposure remains static, based on the following scenarios: Parity - R$ vs US$ 5.2177 5.3798 4.0348 2.6899 Scenario Scenario Scenario I Scenario II Operation/Instrument Brazilian Real Probable Depreciation 25% Depreciation 50% Assets denominated in US$ Fair value of “financial” derivatives 6,101,350 6,290,873 4,718,155 3,145,436 Trade accounts receivable in foreign currency in Brazil 521,427 537,624 403,218 268,812 Liabilities denominated in US$ Borrowing and financing in foreign currency in Brazil (5,252,376 ) (5,415,528 ) (4,061,646 ) (2,707,764 ) Trade accounts payable in foreign currencies in Brazil (15,214 ) (15,686 ) (11,765 ) (7,843 ) Impact on net income and shareholders’ equity 1,355,187 42,096 (307,225 ) (656,546 ) The probable scenario considers future US dollar rates for a 90 days-term. According to quotations obtained at the Brazilian Stock Exchange (“B 3 1.00 1.00 1.00 7 40 Derivative instruments designated for hedge accounting The Company formally designated its operations subject to hedge accounting for derivative instruments to hedge borrowings, financing and debentures denominated in foreign currency and other expenses of Company, for derivative instruments contracted to hedge the purchase of nationalized materials of indirect subsidiaries Avon Industrial and Natura Industria and for derivative instruments contracted to hedge the operating cash flows from subsidiary The Body Shop’s foreign currency purchase and sales transactions. For years ending on December 31, 2022 and 2021 The positions of derivative instruments designated as outstanding cash flow hedge on December 31, 2022 and 2021 are set out below: Cash flow hedge instrument As of December 31, 2021 Other comprehensive income Hedged item Notional currency Fair value Accumulated contract gain (loss) Gain (loss) in the year Currency swap – US$/R$ Currency BRL 533,539 64,145 (215,944 ) Forward contracts (The Body Shop and Avon) Currency BRL - - 5,173 Forward agreements (Natura Indústria) Currency BRL (129) (129 ) 621 Total 533,410 64,016 ( 210,150 ) As of December 31, 2022 Other comprehensive income Hedged item Notional currency Fair value Accumulated contract gain (loss) Gain (loss) in the year Currency swap – US$/R$ Currency BRL (766,302 ) (765,286 ) (798,363 ) Forward contracts (Aesop) Currency BRL (1,350 ) (1,350 ) (1,350 ) Forward contracts (The Body Shop) Currency BRL 4,757 4,757 4,757 Forward agreements (Natura Indústria) Currency BRL 1,673 1,673 1,665 Forward contracts (Natura Holding) Currency BRL - - 89 Forward contracts (Avon) Currency BRL 74 2,723 2,723 Total (761,148 ) (757,483 ) ( 790,479 ) (*) The positions of derivative financial instruments designated as a fair value hedge are not material, therefore we are not disclosing them. The changes in cash flow hedge reserve recorded in OCI are shown below: Cash flow hedge balance as of December 31, 2020 159,077 Change in the fair value of hedge instrument recognized in OCI (210,150 ) Tax effects on fair value of hedge instrument 72,939 Cash flow hedge balance as of December 31, 2021 21,866 Change in the fair value of hedge instrument recognized in OCI (790,479 ) Tax effects on fair value of hedge instrument 270,035 Cash flow hedge balance as of December 31, 2022 (498,578 ) The Company designates as cash flow hedge There is an economic relationship between the hedged items and the hedging instruments, as the terms of the contracts correspond to (i) the terms of anticipated and highly probable transactions (for example, the notional amount and expected payment date) to the case of derivative instruments contracted to protect highly probable purchases; and (ii) terms associated with debts contracted in foreign currency which are hedged by derivatives that aim to eliminate the variability of cash flows associated with dollar-denominated debt. The Company established a hedge ratio of 1:1 for the hedge relationships, as the underlying risks of the contracts are identical to the protected risk components. To test the effectiveness of the hedge, the Company uses the hypothetical derivative method and compares the changes in the fair value of the hedging instruments with the changes in the fair value of the hedged items attributable to the hedged risks. The sources of ineffectiveness, historically immaterial, may come from: (i) differences in the timing of cash flows from hedged items and hedging instruments; (ii) different indices (and, consequently, different curves) associated with the hedged risk of hedged items and hedging instruments; (iii) counterparty credit risk having a different impact on fair value movements of hedging instruments and hedged items; and (iv) changes in the expected amount of cash flows from hedged items and hedging instruments. c) Interest rate risk The interest rate risk arises from short and long-term investments, borrowing, financing and debentures. Financial instruments issued at variable rates expose the Company to cash flow risk associated with interest rate. Financial instruments issued at fixed rates expose the Company to the fair value risk associated with the interest rate. The Company’s cash flow risk associated with interest rate arises from short-term and long-term investments, borrowing and financing issued at floating rates. The Company’s Management holds, for the most part, the indexes of its exposures to deposit and lending interest rates tied to floating rates. Short-term investments are adjusted by the Certificate interbank deposits (“CDI”) whereas borrowing and financing are adjusted by the CDI and fixed rates, according to the contracts entered into with financial institutions and through the negotiation of securities with investors in that market. Additionally, the Company considered potential aspects related to sustainability and climate change commitments as part of the risks to which it is exposed in relation to the interest rate on financial instruments, except for the risks associated with the ESG notes (disclosed in item (f) below), there is no exposure to material risks which should be subject to specific disclosure. Sensitivity analysis As of December 31, 2022, there are borrowing, financing and debentures contracts denominated in foreign currency that are linked to interest swap agreements, changing the liability index rate to the CDI variation. Accordingly, the risk of the Company becomes the exposure to the variation of the CDI. The following table presents the exposure to interest rate risks of transactions related to CDI, including derivative transactions (borrowing, financing and debentures in Brazil were considered in full, Total borrowing, financing and debentures - in local currency (note 19 (8,419,320 ) Operations in foreign currency with derivatives related to CDI (a) (5,172,966 ) Short-term investments (notes 6 7 3,091,344 Net exposure (10,500,942 ) (a) Refers to transactions involving derivatives related to CDI to hedge the borrowing, financing and debentures arrangements raised in foreign currency in Brazil. The sensitivity analysis considers the exposure of borrowing, financing and debentures, net of short-term investments, linked to CDI (notes 6 7 The following tables show the projection of incremental loss that would have been recognized in profit or loss for the following year, assuming that the current net liability exposure is static and the following scenarios: Description Company Risk Probable scenario Scenario II Scenario III Net liability Rate increase (1,944 ) (168,307 ) (334,670 ) The probable scenario considers future interest rates for 90 days-term, according to B 3 d) Credit risk Credit risk refers to risk of a counterparty not complying with its contract obligations, which would result in financial losses for the Company. The Company’s sales are made to a high number of Natura and Avon Consultants and this risk is managed through a credit granting process. The result of this management is reflected under item “allowance for expected credit losses” in “trade accounts receivables”, as shown in note 8 The Company is also subject to credit risks related to financial instruments entered for the management of its business, mainly represented by cash and cash equivalents, short-term investments and derivative instruments. The Company believes that the credit risk of transactions with financial institutions is low, as these are considered as first tier by the Management. The short-term investments policy adopted by the Company’s Management establishes the financial institutions with which the Company is allowed to do business, in addition to defining limits on funds allocation percentages and absolute amounts that may be allocated in each of these financial institutions. e) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash, short-term investments, funds available through credit facilities and the ability to settle market positions. Management monitors the Company’s liquidity level considering the expected cash flows in exchange for unused credit facilities, as shown in the following table: 2022 2021 Total current assets 16,121,527 17,388,165 Total current liabilities (13,337,868 ) (13,601,218 ) Total net working capital 2,783,659 3,786,947 As of December 31, 2022, the carrying amount of financial liabilities, measured using the amortized cost method, considering interest payments at a floating rate and the value of debt securities reflecting the forward market interest rates, may be changed due to the variation in floating interest rates. Their corresponding maturities, considering that the Company is in compliance with contractual covenants, are evidenced below: Less than a year One five More than five Total expected contractual cash flow Interest to be accrued Carrying amount Borrowing, financing and debentures 722,146 3,228,866 13,140,599 17,091,611 (3,499,325 ) 13,592,286 Derivatives 640,257 1,504,007 (1,347,387 ) 796,877 - 796,877 Lease liability 1,070,253 2,019,723 856,402 3,946,378 (675,641 ) 3,270,737 Trade accounts payables, related parties and reverse factoring operations 6,375,930 - - 6,375,930 - 6,375,930 Dividends payable 260 - - 260 - 260 New borrowing and financing in the year ended December 31, 2022 refer basically to: Utilization of a revolving credit facility in the principal amount of up to US$ 625.0 million by the indirect subsidiary Natura &Co Luxembourg; Issue of debt securities by the indirect subsidiary Natura &Co Luxembourg maturing on April 19, 2029 in the principal amount of US$600 million (approximately R$2,809 million), subject to interest of 6.125% per year, which are guaranteed by Natura &Co Holding and by the subsidiary Natura Cosméticos; Issue of promissory notes by the subsidiary Natura Cosméticos in the amount of R$ 500.0 million with maturity in 2025 The subsidiary Natura Cosméticos celebrated its 11 one The subsidiary Natura Cosméticos celebrated its 12 one 2027 2032 Matters related to climatic factors and other sustainability commitments assumed may expose the Company to possible risks related to its financial instruments, especially related to the potential variability of cash flows required to settle obligations with third parties on financing that involve such commitments. subject to foreign exchange risk, 2026 may affect the Company's liquidity, as it would 5.4 Capital Management The Company’s objectives in managing its capital are to safeguard the Company’s ability to continue to provide returns to shareholders and benefits to other stakeholders, in addition to maintaining an ideal capital structure to reduce this cost. The Company monitors capital based on the financial leverage ratios. This ratio corresponds to the net debt divided by Earnings Before Interest, Tax, Depreciation and Amortization (“EBITDA”). The net debt corresponds to total borrowing and financing (including short and long-term borrowing and financing, as shown in the balance sheet), deducted from cash and cash equivalents and short-term investments (except for “Crer para Ver” funds and Dynamo Beauty Ventures Ltd. Fund (“DBV”). 5.5 Fair value estimate Financial instruments that are measured at fair value at the reporting dated as prescribed by IFRS 13 46 ➢ Level 1 : Valuation based on quoted (unadjusted) prices in active markets for identical assets and liabilities on the reporting date. A market is seen as active if quoted prices are readily and regularly available from a Commodities and Securities Exchange, a broker, industry group, pricing service or regulatory agency, and those prices represent actual market transactions, which occur regularly on a purely commercial basis; ➢ Level 2 : Used for financial instruments that are not traded in active markets (for example, over-the-counter derivatives), whose valuation is based on techniques that, in addition to the quoted prices included in Level 1 , use other inputs adopted by the market for the asset or direct liabilities (i.e., as prices) or indirectly (i.e., derived from prices); and ➢ Level 3 : Valuation techniques for which the lowest level input that is significant to the fair value estimate is unobservable. The carrying amounts and fair values of the Company’s financial instruments as of December 31, 2022 and 2021 Carrying amount Fair value Note Classification by category Fair value hierarchy 2022 2021 2022 2021 Financial assets Cash and cash equivalent 6 Cash and banks Amortized cost Level 2 2,904,808 3,349,398 2,904,808 3,349,398 Certificate of bank deposits Fair value through profit or loss Level 2 46,864 7,639 46,864 7,639 Repurchase operations Fair value through profit or loss Level 2 1,244,041 650,220 1,244,041 650,220 4,195,713 4,007,257 4,195,713 4,007,257 Short-term investments 7 Government securities Fair value through profit or loss Level 2 31,415 435,898 31,415 435,898 Restricted cash Fair value through profit or loss Level 2 1,481 44 1,481 44 Financial treasury bills Fair value through profit or loss Level 2 539,450 646,586 539,450 646,586 Loan investment fund Fair value through profit or loss Level 2 1,228,093 896,212 1,228,093 896,212 DBV fund Fair value through profit or loss Level 3 35,235 36,921 35,235 36,921 1,835,674 2,015,661 1,835,674 2,015,661 Trade accounts receivables - related parties 8 32.1 Amortized cost Level 2 3,502,399 3,476,359 3,502,399 3,476,359 Judicial deposits 12 Amortized cost Level 2 457,550 585,284 457,550 585,284 Sublease receivables 14 Amortized cost Level 2 262,108 347,174 262,108 347,174 Receivables from service providers 14 Amortized cost Level 1 110,214 162,268 110,214 162,268 4,332,271 4,571,085 4,332,271 4,571,085 Financial and operating derivatives instruments Fair value through profit or loss Level 2 1,008,365 975,129 1,008,365 975,129 Financial liabilities Borrowing, financing and debentures 19 Borrowing in local currency Amortized cost Level 2 (8,419,320 ) (6,914,117 ) (8,419,320 ) (2,100,465 ) Foreign currency borrowings Amortized cost Level 2 (5,172,966 ) (5,802,715 ) (5,172,966 ) (5,755,272 ) (13,592,286 ) (12,716,832 ) (13,592,286 ) (7,855,737 ) Financial and operating derivative instruments Fair value through profit or loss Level 2 (1,805,242 ) (458,492 ) (1,805,242 ) (458,492 ) Lease 18 Amortized cost Level 2 (3,270,737 ) (3,547,862 ) (3,270,737 ) (3,547,862 ) Trade accounts payables, related-parties’ and reverse factoring operations 20 32.1 Amortized cost Level 2 (6,375,930 ) (6,770,579 ) (6,375,930 ) (6,770,579 ) Insurance payables 23 Amortized cost Level 2 (69,364 ) (127,413 ) (69,364 ) (127,413 ) Dividends payable 24 Amortized cost Level 2 (260 ) (180,772 ) (260 ) (180,772 ) To measure the fair value, the carrying amount represents an amount that is reasonably near to the fair value, as described below: (i) the balances of cash and cash equivalents, trade accounts receivables, accounts payable to suppliers and other current liabilities are equivalent to their carrying amounts, mainly due to the short-term maturities of these instruments; (ii) the short-term investment balances measured at (a) amortized cost approximate their fair values as the operations are carried out at floating interest rates and (b)fair value against profit or loss consider the rates agreed between the parties upon contracting investments, including market information that render this calculation possible. (iii) except for the issuance of real estate receivables certificates in 2022 (iv) the fair value of exchange rate derivatives (swap and forwards) is determined based on the future exchange rates at the dates of the balance sheets, with the resulting amount being discounted at present value. The fair value of the investment in the Dynamo Beauty Ventures Ltd. (“DBV”) Fund, classified at level 3 2021 There were no transfers between measurement levels in the fair value hierarchy for the year ended December 31, 2022 and 2021 Additionally, in the year ended December 31, 2022, there were no material effects on the fair value of financial assets and liabilities as a result of the increase in price volatility in markets affected by the conflict between Russia and Ukraine, counterparty risk in financial assets or inactivity of markets considered in the valuation. |