Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
February 14 2023 - 4:04PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 6-K
Report
of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the month of February,
2023
Commission File Number 001-41129
Nu Holdings Ltd.
(Exact name of registrant as specified
in its charter)
Nu Holdings Ltd.
(Translation of Registrant's
name into English)
Campbells Corporate Services
Limited, Floor 4, Willow House, Cricket Square, KY1-9010 Grand Cayman, Cayman Islands
+1 345 949 2648
(Address of principal executive
office)
Indicate by check mark whether
the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F (X) Form 40-F
Indicate by check mark whether the registrant by furnishing
the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes No (X)
x
KPMG Auditores Independentes Ltda.
Address: Street Arquiteto Olavo Redig
de Campos, 105, 12º andar - Torre A
Post office 79518 - CEP 04707-970 -
São Paulo/SP - Brasil
Telephone + 55 (11) 3940-1500
kpmg.com.br
Independent
Auditors Report on the Audit of the Consolidated Financial Statements
To the Shareholders
and Board of Directors of Nu Holdings Ltd.
Cayman Islands
We have audited the consolidated financial
statements of Nu Holdings Ltd. (“the Company”), which comprise the consolidated statement of financial position as of
December 31, 2022 the consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the
year then ended, and notes, comprising significant accounting policies and other explanatory information.
In our opinion, the accompanying consolidated
financial statements give a true and fair view of the consolidated financial position of the Nu Holdings Ltd. as of December 31, 2022, and of its
consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial
Reporting Standards (IFRS).
We conducted our audit in accordance
with Brazilian and International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent
of the Company and its subsidiaries in accordance with the relevant ethical principles provided for in the Accountant's Code of Professional
Ethics and in the professional standards issued by the Federal Accounting Council, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Key Audit Matters |
Key audit matters are those matters
that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period.
These matters were addressed in the context of our audit of the consolidated financial statements, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
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KPMG Auditores Independentes Ltda, uma sociedade simples brasileira e firma-membro da rede KPMG de firmas-membro independentes e afiliadas à KPMG International Cooperative (“KPMG International”), uma entidade suíça. | KPMG Auditores Independentes Ltda, a Brazilian entity and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. |
Allowance for expected credit losses |
See Notes 4(a), 5(a), 7, 13 and 14 to the consolidated financial statements |
Key Audit Matter |
How our audit approached this matter |
As of December 31, 2022, the Company has allowance for expected
credit losses (ECL) related to amounts receivable from credit cards and loans to customers.
The Company recognizes an ECL for the contracts that have experienced
a significant increase in credit risk (SICR) subsequent to recognition or are credit impaired (stage 2 and stage 3, respectively), and
a twelve-month ECL for all other contracts (stage 1).
To calculate ECL the Company segregates the portfolio of amounts
receivable from credit cards and loans to customers based on shared credit risk characteristics, determined by internal scoring models
and uses the methodology of the probability of default (PD), the loss given default (LGD) and the exposure at default (EAD), as well as
consideration of elements of prevision as unused limits, macroeconomic environment and the impact of changes in future macroeconomic scenarios,
including market expectations of Gross Domestic Product (GDP), inflation rate, unemployment rate and interest rate (Selic).
We consider the measurement of the allowance for expected credit
losses related to receivables from credit cards and loans to customers as a key audit matter, since it involves significant measurement
uncertainties, as a result of the complexity of the models and the subjectivity of the assumptions, specifically: (i) the general methodology
of allowance for expected credit losses, including the methods and models used to estimate the PDs, EADs and LGDs and their respective
assumptions, as well as the selection of macro variable assumptions incorporated into the calculation; and (ii) identification of an SICR
(stage 2) and credit impaired exposures (stage 3). |
Our audit procedures included, but were not limited
to:
- Evaluation of the design and operational effectiveness,
by sampling, of relevant internal controls, including controls related to the models, assumptions and methodology used in measuring the
allowance for expected credit losses.
- Assessment, with the involvement of our professionals
with specialized skills and knowledge in credit risk:
(i) the general methodology for calculating the allowance
for expected credit losses.
(ii) of models and modeling techniques by inspecting
model documentation to determine whether models are suitable for their intended use.
(iii) the recalculation of PD, EAD and LGD estimates
using the Company's historical data and forward-looking information.
(iv) the relevance of macroeconomic variables considered
in future scenarios through regression analysis and historical correlation with these indicators.
(v) testing the accuracy of the allocation of stages
according to the Company's criteria through independent re-execution of the allocation, by sampling; and
(vi) the recalculation of the provision for expected
credit losses, by sampling.
- Assessment whether the disclosures in the consolidated
financial statements consider all relevant information.
Based on the evidence obtained through the procedures summarized
above, we consider the measurement of the allowance for expected credit losses to be acceptable, as well as the respective disclosures,
in the context of the consolidated financial statements taken as a whole, referring to the year ended December 31, 2022.
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KPMG Auditores Independentes Ltda, uma sociedade simples brasileira e firma-membro da rede KPMG de firmas-membro independentes e afiliadas à KPMG International Cooperative (“KPMG International”), uma entidade suíça. | KPMG Auditores Independentes Ltda, a Brazilian entity and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. |
Assessment of the recoverable amount of goodwill |
See Notes 1, 4(k) and 5(d) to the consolidated financial statements |
Key Audit Matter |
How our audit approached this matter |
On December 31, 2022, the Company
has intangible assets, which comprise goodwill from investment acquisitions, for which the Company performs impairment tests at least
annually or when there are events or circumstances that indicate that the carrying amount exceeds its fair value. The recoverable amounts
of Cash Generating Units (CGUs) are calculated based on their value in use, determined by discounting expected future cash flows to be
generated by the continued use of the CGUs assets and their final disposal.
Calculating the value in use
of CGUs requires the use of data and significant assumptions used in evaluation models, including discount rate and future growth rate.
Future growth assumptions include the projected growth rate and long-term inflation expectations.
We consider the assessment of
the recoverable value of intangible assets as a key audit matter, since the subjective judgment of the auditor was required to evaluate
the methodology used by the Company and the data and significant assumptions used in determining the discounted cash flows. |
Our audit procedures included,
but were not limited to:
- Evaluation of the design and
operational effectiveness of relevant internal controls, including controls related to (i) review of the budget process; (ii) selection,
review and approval of the main assumptions used in the analysis; and (iii) review of the calculation methodology for carrying out the
impairment test.
- Evaluation, with the involvement
of our corporate finance specialists with knowledge and experience in the sector:
(i) the methodology used to
estimate the value in use, comparing it with evaluation practices generally accepted in the market.
(ii) discount rates and future
growth rates used in the impairment test;
(iii) adherence to revised projections
in relation to realized cash flows; and
(iv) the mathematical precision
of certain steps in present value calculations.
- Assessment whether the disclosures
in the consolidated financial statements consider all relevant information.
Based on the evidence obtained
through the procedures summarized above, we consider the assessment of the recoverable amount of goodwill acceptable, as well as the respective
disclosures, in the context of the consolidated financial statements taken as a whole, for the year ended December 31, 2022. |
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KPMG Auditores Independentes Ltda, uma sociedade simples brasileira e firma-membro da rede KPMG de firmas-membro independentes e afiliadas à KPMG International Cooperative (“KPMG International”), uma entidade suíça. | KPMG Auditores Independentes Ltda, a Brazilian entity and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. |
Responsibilities of Management and Those Charged with Governance for the consolidated Financial Statements |
Management is responsible for the
preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the consolidated financial
statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company
and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible
for overseeing the Company’s and its subsidiaries financial reporting process.
Auditors’ Responsibilities for the Audit of the consolidated Financial Statements |
Our objectives are to obtain reasonable
assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or
error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not
a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit
in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
| · | Identify
and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. |
| · | Obtain
an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Company’s and its subsidiaries internal control. |
| · | Evaluate
the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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| · | Conclude
on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether
a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s and its subsidiaries ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report
to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions
may cause the Company and its subsidiaries to cease to continue as a going concern. |
| · | Evaluate
the overall presentation, structure, and content of the consolidated financial statements, including the disclosures, and whether the
consolidated financial statements represent the underlying transactions
and events in a manner that achieves fair presentation. |
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KPMG Auditores Independentes Ltda, uma sociedade simples brasileira e firma-membro da rede KPMG de firmas-membro independentes e afiliadas à KPMG International Cooperative (“KPMG International”), uma entidade suíça. | KPMG Auditores Independentes Ltda, a Brazilian entity and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. |
| · | Obtain
sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express
an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit.
We remain solely responsible for our audit opinion. |
We communicate with those
charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify during our audit.
We also provide those
charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicate
with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions
taken to eliminate threats or safeguards applied.
From the matters communicated
with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial
statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless
law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
São Paulo,
February 14, 2023
KPMG Auditores Independentes
Ltda.
CRC 2SP014428/O-6
Rodrigo de Mattos Lia
Accountant CRC 1SP252418/O-3
KPMG Auditores Independentes Ltda, uma sociedade simples brasileira e firma-membro da rede KPMG de firmas-membro independentes e afiliadas à KPMG International Cooperative (“KPMG International”), uma entidade suíça. |
KPMG Auditores Independentes Ltda, a Brazilian entity and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Nu Holdings Ltd. |
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By: |
/s/ Jorg
Friedemann |
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Jorg
Friedemann Investor
Relations Officer |
Date: February
13, 2023
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