RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2021

On January 3, 2020, the Company became a wholly owned subsidiary of Natura &Co Holding. From this point, Natura &Co Holding, its subsidiaries and affiliates became related parties of the Company. On July 1, 2021, the Company sold Avon Luxembourg, including our Mexican business, to a subsidiary of Natura &Co Holding. As a result, beginning on July 1, 2021, transactions and balances between Avon International and Avon Luxembourg are no longer eliminated on consolidation and instead are treated as transactions and balances with Related Parties.

The following tables present the related party transactions with Natura &Co and its affiliates and the Instituto Avon in Brazil. There are no other related party transactions.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Statement of Operations Data
Revenue from affiliates of Natura &Co(2)(3)	$	6.5	$	.9	$	22.9	$	2.7
Gross profit from affiliates of Natura &Co(2)(3)	$	2.4	$	.1	$	3.5	$	.5

Interest income from Instituto Avon(1)	$	—	$	—	$	—	$	.1


Interest expense on Loan from affiliates of Natura &Co(5)	$	(16.2)	$	(1.3)	$	(34.7)	$	(1.6)
Interest income on Loan to affiliates of Natura &Co(5)	$	.8	$	—	$	.8	$	—


	September 30, 2021		December 31, 2020
Balance Sheet Data
Receivables due from Instituto Avon(1)	$	.8	$	.8
Trade Receivables due from affiliates of Natura &Co(2)	$	20.3	$	6.1
Other receivables due from affiliates of Natura &Co(7)	$	2.4	$	—
Loans to affiliates of Natura &Co maturing within one year(7)	$	44.9	$	—
Loans to affiliates of Natura &Co maturing after one year(7)	$	51.1	$	—
Trade Payables due to affiliates of Natura &Co(7)	$	(23.5)	$	—
Other payables due to affiliates of Natura &Co(4)	$	(4.0)	$	—
Loans from affiliates of Natura &Co maturing within one year(5)	$	(148.7)	$	(1,008.6)
Loans from affiliates of Natura &Co maturing after one year(5)	$	(972.8)	$	—
Investments in affiliates of Natura &Co(6)	$	.1	$	—

(1) During the second quarter of 2018, the Company entered into an agreement to loan the Instituto Avon, an independent non-government charitable organization in Brazil, R$12 million (Brazilian reais) for an unsecured five-year term at a fixed interest rate of 7% per annum, to be paid back in five equal annual installments. The Instituto Avon was created by an Avon subsidiary in Brazil, with the board and executive team comprised of Avon Brazil management. The purpose of the loan was to provide the Instituto Avon with the means to donate funds to Fundação Pio XII (a leading cancer prevention and treatment organization in Brazil and owner of the Hospital do Câncer de Barretos), in order to invest in equipment with the objective of expanding breast cancer prevention and treatment.

(2) During the second quarter of 2020, the Company entered into manufacturing agreements with affiliates of Natura &Co Holding. The Company recorded revenue from related party of $4.5 and $.9 associated with these agreements during the three months ended September 30, 2021 and 2020, respectively. The Company recorded gross profit from related party of $.4 and $.1 associated with these agreements during the three months ended September 30, 2021 and 2020, respectively. The Company recorded revenue from related party of $20.9 and $2.7 associated with these agreements during the nine months ended September 30, 2021 and 2020, respectively. The Company recorded gross profit from related party of $1.5 and $.5 associated with these agreements during the nine months ended September 30, 2021 and 2020, respectively. Trade receivables due from affiliates of Natura &Co primarily relate to these manufacturing agreements.

(3) The Company is party to a license agreement with Avon Mexico, whereby Avon Mexico pays the Company a variable royalty. The Company recorded revenue from related party of $2 and $2 associated with these agreements during the three and nine months ended September 30, 2021, respectively. The Company recorded gross profit from related party of $2 and $2 associated with these agreements during the three and nine months ended September 30, 2021, respectively.

(4) The payable to Natura &Co relates to the vesting and settlement of share based compensation awards denominated in Natura &Co American Depository Receipts including the 2018 long-term employee incentive program which vested and were automatically exercised in March 2021.

(5) Loans from affiliates of Natura &Co Holding at September 30, 2021 of $1,121.5 include $767.1 outstanding under a Promissory Note between Avon Beauty Limited and a subsidiary of Natura &Co Holding, and $205.7 outstanding under a Promissory Note with a subsidiary of Natura &Co Holding and an affiliate of the Company. On 29 October 2021, the $205.7 Promissory Note between Avon International Operations Inc. and a subsidiary of Natura &Co Holding was amended to extend its maturity to November 2, 2022. In accordance with ASC 470 - Debt, the $206 Promissory Note has therefore been presented as non-current in the Consolidated Balance Sheet as of September 30, 2021. In addition loans from affiliates of Natura &Co Holding at September 30, 2021 include $148.7 of intercompany loans between Avon Luxembourg and Avon Products, Inc. affiliates that, following the sale of Avon Luxembourg to a subsidiary of Natura &Co Holding on July 1, 2021, were redesignated as loans from affiliates of Natura & Co Holdings. Loans from affiliates of Natura &Co Holding at December 31, 2020 of $1,008.6 include $965 outstanding under a Promissory Note between Avon International Operations Inc. and a subsidiary of Natura &Co Holding. Loans from affiliates of Natura &Co Holding at December 31, 2020 also include $41.6 outstanding under the Revolving Credit Facility between Avon Luxembourg and Natura &Co International S.à r.l.. See Note 15, Debt and Other Financing, for further information relating to these loans.

(6) During the second quarter of 2021, Avon Cosméticos LTDA., made an investment of R$.5 in Natura &Co Pay Holding Financeira S.A., representing a 10% holding in the company. This is presented in other assets in our Consolidated Balance Sheets.

(7) On July 1, 2021, the Company sold Avon Luxembourg, including our Mexican business, to a subsidiary of Natura &Co Holding. As a result, transactions and balances between Avon International and Avon Luxembourg are no longer eliminated on consolidation and instead are treated as transactions and balances with Related Parties.