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1Q17 Earnings Presentation

May 15, 2017

PUBLIC INFORMATION

PUBLIC INFORMATION
Forward Looking Statements

This presentation may contain certain statements that express the managements expectations, beliefs and assumptions about future
events or results. Such statements are not historical fact, being based on currently available competitive, financial and economic data,
and on current projections about the industries B3 works in.
The verbs anticipate, believe, estimate, expect, forecast, plan, predict, project, target and other similar verbs are
intended to identify these forward-looking statements, which involve risks and uncertainties that could cause actual results to differ
materially from those projected in this presentation and do not guarantee any future B3 performance.
The factors that might affect performance include, but are not limited to: (i) market acceptance of B3 services; (ii) volatility related to (a)
the Brazilian economy and securities markets and (b) the highly-competitive industries in which B3 operates; (iii) changes in (a) domestic
and foreign legislation and taxation and (b) government policies related to the financial and securities markets; (iv) increasing
competition from new entrants to the Brazilian markets; (v) ability to keep up with rapid changes in technological environment, including
the implementation of enhanced functionality demanded by B3 customers; (vi) ability to maintain an ongoing process for introducing
competitive new products and services, while maintaining the competitiveness of existing ones; (vii) ability to attract new customers in
domestic and foreign jurisdictions; (viii) ability to expand the offer of B3 products in foreign jurisdictions.
All forward-looking statements in this presentation are based on information and data available as of the date they were made, and B3
undertakes no obligation to update them in light of new information or future development.
This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities where such offer or sale would be unlawful prior to registration or qualification under the securities law. No offering shall be
made except by means of a prospectus meeting the requirements of the Brazilian Securities Commission CVM Instruction 400 of 2003, as
amended.

PUBLIC INFORMATION 2
1Q17 Highlights
Revenue growth driven by equities and liens& loans; bottom line impacted by non-recurring items related
to the combination

Net revenue: R$940.9 million, +7.6%


Financials
highlights Adjusted expenses: R$252.2 million, +8.5%
(1Q17 x 1Q16) Net income: R$209.0 million, -56.0%
(combined non-
audited income Net income (excluding non-recurring items): R$523.6 million, +9.6%
statement) Payout: interest on capital of R$140.3 million, 50% of IFRS net income

Adjusted Opex: between R$1,050 million and R$1,100 million


2017 operating
Depreciation and Amortization: between R$790 million and R$840 million (include intangibles amortization)
budgets
Capex: between R$ 250 million and R$280 million

Leadership of Board of Directors: increased to 14 members for a two year period (3 new members appointed by the Board of Cetip)
the Company Management: Executive Board composed of 6 members with Gilson Finkelsztain as the new CEO

Business Integration process already started and most of the projects should be concluded within the next 18 months
integration Integration project macro objectives: one company, pleased clients and motivated teams

In order to give a better understanding of the combined Company's performance in 1Q17, the combined income statement takes into account the revenues, expenses and other income statement lines of BM&FBOVESPA
PUBLIC INFORMATION and Cetip for the entire quarter, eliminating revenues and expenses of transactions carried out between these two companies. Adjusted to (i) depreciation and amortization; (ii) stock grant plan costs principal and payroll 3
taxes and stock option plan; (iii) transaction cost and business integration with Cetip; and (iv) provisions. Does not include Capex related to the business combination with Cetip.
Non-recurring items
Non-recurring items that impacted IFRS net income

1Q17x1Q16 (in R$ millions)


(Combined information; B3)

Line impacted in the income 1Q17


statement Before tax After tax
Expenses related to the combination with Cetip 341.2 226.0
Impairment Impairment 65.5 43.2

Asset write-offs and fines related to the cancelation of contracts Exp. related to the combination with Cetip 35.3 23.3

Third-party services and others Exp. related to the combination with Cetip 99.8 66.6

Impacts from long-term incentive plans Exp. related to the combination with Cetip 140.6 92.8

Extraordinary provisions Other expenses 134.3 88.6

Total 475.5 314.6

PUBLIC INFORMATION 4
Revenue Breakdown 1Q17
Revenue growth in most of the segments
REVENUE (in R$ millions / % growth YoY)
(Combined information; B3)

R$1.0bi in
1Q17

+6.7%

PUBLIC INFORMATION 5
BM&F segment
Lower RPC led to revenues decrease
REVENUE (in R$ millions) ADV (in thousand of contracts)
-9.8% CONTRACTS 1Q16 1Q17 YoY
Interest rates in BRL 1,455.6 1,644.1 12.9%
FX rates 435.5 400.2 -8.1%
Stock indices 105.6 79.8 -24.4%
Interest rates in USD 271.6 249.9 -8.0%
Commodities 6.6 8.2 24.7%
TOTAL (Ex-Mini contracts) 2,275.0 2,382.3 4.7%
Mini contracts 799.3 1,307.8 63.6%
TOTAL 3,074.3 3,690.1 20.0%

REVENUE PER CONTRACT (in R$)


CONTRACTS 1Q16 1Q17 YoY

Interest rates in BRL 1.140 1.026 -10.0%


FX rates 4.415 3.403 -22.9%
1Q17 HIGHLIGHTS Stock indices 1.847 1.690 -8.5%
Interest rates in USD 2.156 1.441 -33.2%
Adoption of cash flow hedge accounting for part of the
Commodities 2.396 1.908 -20.4%
USD-denominated revenues for this segment TOTAL (Ex-Mini contracts) 1.925 1.495 -22.4%
Revenues for this segment would have fallen by 11.7% 0.270 0.223
Mini contracts 0.270 0.223 -17.4%
YoY, excluding the hedge effect
TOTAL 1.495 1.044 -30.1%

Revenue does not consider the revenue lines foreign exchange and securities of the BM&F Segment, as reported in the financial statements note 20, which totaled R$5.0 million in 1Q17. Most of the fees charged
PUBLIC INFORMATION on FX rate, Interest rates in USD and Commodities contracts are referred in USD. The average BRL/USD exchange rate appreciated 25.7% from 1Q16 to 1Q17. However, with the adoption of the cash flow hedge in 6
Feb7 and Mar17, by designating a foreign currency loan to cover the effects of currency variations on part of the revenues generated by these contracts, revenues in 1Q17 were recognized using an exchange rate of
R$3.37.
BOVESPA segment (equities)
Higher ADTV drove revenue increase
REVENUE (in R$ millions) ADTV (in R$ billions) AND MARGIN (in bps)
21.2%

MARKET CAPITALIZATION (in R$ trillions) AND


TURNOVER VELOCITY (%)

1Q17 HIGHLIGHTS
Trading and post-trading margins of 5.342 bps,
1.5%YoY increase (from 5.264 bps in 1Q16)
Lower participation of day trades (fees are significantly
lower than average)

Revenue does not consider the revenue line others of Bovespa Segment, as reported in the financial statements note 20, which totaled R$6.0 million in the 1Q17.
PUBLIC INFORMATION 7
Cetip UTVM Segment (securities)
Increase in number of transactions was the main driver for growth
MAINTENANCE/CUSTODY MONTHLY AVG VOLUME
REVENUE (in R$ millions) (in R$ trillions)
+4.6%

UTILIZATION - AVG NUMBER OF CLIENTS (thousand)


AVG PRICE (R$)

1Q17 HIGHLIGHTS TRANSACTION - VOLUME (milllions) AVG PRICE (R$)


Transactions: 11.9% YoY growth in revenues due to a
higher number of transactions (+17.9%)

PUBLIC INFORMATION 8
Cetip UFIN Segment (liens & loans registration)
Increase in the number of vehicles financed drove revenues up
REVENUE (in R$ millions) NUMBER OF VEHICLE SOLD (thousand)
+15.8%

NUMBER OF VEHICLE FINANCED (thousand)

1Q17 HIGHLIGHTS
Financing Unit: 7.2% YoY increase in number of MARKET SHARE - CONTRACT SYSTEM
vehicles financed (growth in the number of vehicles sold
and higher penetration of credit)
Contract System: 10.3% YoY growth in contracts
additions

PUBLIC INFORMATION 9
Adjusted Expenses
Continued focus on expense management
ADJUSTED EXPENSES (in R$ millions)
(Combined information; B3)

Others
Adjusted personnel (+4.4%)
(+11.7%): mainly
explained by salary
adjustment (annual
collective bargaining
agreement) which
came into effect in
Aug16

+8.5%

Adjusted to (i) depreciation and amortization; (ii) stock grant plan costs principal and payroll taxes and stock option plan; (iii) transaction costs and planning of the
PUBLIC INFORMATION business combination with Cetip; and (iv) provisions. Excluding the impact of stock grant/option expenses. Include expenses with communication, maintenance, taxes, 10
board and committee members compensation and other.
Financial Highlights
Higher cash position reported for March 30, 2017 related to the cash payment to Cetips shareholders
made in Apr17
CASH AND FINANCIAL INVESTMENTS (in R$ millions)
(Combined information; B3)

BM&FBOVESPAs cash position totaled R$13.4 bn in 1Q17


1Q17
R$2.5 - R$3.0 billion to run the business
15,658
R$1.0 billion in clearinghouses required safeguards
4Q16 The remaining amount adds to the liquidity that supports the
14,656 activity of the central counter-party and general corporate needs
R$10.0 billion in short-term obligations
3Q16 R$8.4 billion for the combination with Cetip paid on Apr 28, 2017
10,717
R$511.0 million of FX Swap paid in Apr 3, 2017 (principal-only
hedge for the 2020 Notes)
2Q16 R$1,140 million in debt obligations (principal and interest to be
10,463
paid through 2017)
Cash position adjusted for combination and Swap payments would
1Q16 have been R$4.5 billion
5,660

Third-party Total Restricted and unrestricted Third-party cash


Not considered as B3s cash
The Company earns interest on most of this cash balance

Includes earnings and rights on securities in custody. Includes B3 Bank clients deposits. Does not include investments in Bolsa Mexicana de Valores, Bolsa de Comercio de Santiago, Bolsa de Valores de Colombia
PUBLIC INFORMATION and Bolsa de Valores de Lima amounting R$265.7 million at 1Q17, booked as financial investments. See note 4 to the financial statements. 11
Financial Highlights (cont.)
Stable financial result
FINANCIAL RESULT (in R$ millions)
(Combined information; B3)

Increase in average cash position


Income

R$8.4 billion retained for the payment


of the cash portion of the combination
+80.6% with Cetip, which was made on April
28th, 2017.

+326.3%

The increase is mainly explained by:


Expense

R$96.2 million in interest accrual on


the debentures issued in Dec16;
R$78.9 million in principal-only
hedging cost of the 2020 Notes (79.1%
of CDI) and certain coupons

The Company set a cash flow hedge, designating the 1-year foreign currency loan taken in Dec16 to cover the effects of currency variations on part of the revenues denominated in USD for
PUBLIC INFORMATION BM&F segment, therefore reducing the impact of exchange rate variations on revenues for this segment and, at the same time, on the Companys financial results. 12
Balance Sheet Highlights
Impacts related to the business combination with Cetip

Purchase Price Allocation PPA


Intangibles
Intangible Approximately R$5.0 billion
assets and Amortization period: approximately 7 years
goodwill Goodwill
(preliminary)
R$7.9 billion, of which a estimated R$7.0 billion is tax deductible
Amortization period (fiscal purpose): 5 years

Impairment of
Impairment of R$65.5 million related to the iBalco platform (impacted B3s 1Q17 income statement)
Assets

Provisions for R$134.3 million update in the classification of the probability of losses on legal disputes (impacted Cetips 1Q17 income
legal disputes statement)

Cetips cash R$8.4 billion in current liabilities related to the cash portion of the business combination between BM&FBOVESPA and
payment Cetip, paid on April 28, 2017 (it is also in the financial investment line under current assets)

Preliminary numbers, as per CPC 15 the PPA can be reviewed in a 12 months period.
PUBLIC INFORMATION 13
New Guidances for B3
2017 adjusted Opex and Capex
ADJUSTED OPEX (in R$ millions)
(Combined information; B3)

2017 budget: range of R$1,050 million and R$1,100


million
YoY growth: 4.9%
CAGR 2013 2017e: 6.6%
Depreciation and Amortization
Depreciation and amortization budget should range between R$790 million and R$840 million, including depreciation and
amortization of intangibles

CAPEX (in R$ millions)


(Combined information; B3)

2017 budget: range of R$250 million and R$280 million


Phase 2 (equity) of new Integrated Clearinghouse
Update of PUMA Trading System infrastructure

1 Expenses adjusted to the Companys (i) depreciation and amortization; (ii) costs from stock grant plan principal and payroll taxes and stock option; (iii) expenses related to business combination with Cetip; and (iv)
PUBLIC INFORMATION provisions. Considers accounting eliminations for the combined Company Considering the mid-point of the budget for 2017. Does not include Capex related to the business combination with Cetip. 14
New Guidances for B3 (cont.)
Budget of business combination-related expenses and investments

Estimates on expenses and other impacts arising from the completion of the business combination with Cetip (R$ millions)
2016 1Q17a 2017e 2018e Total
Contractual commitments and other accounting impacts - 237.3 237.3 - 237.3
Cetips LT compensation program (cancelation of stock options and payroll taxes) - 136.5 136.5 - 136.5
Impairment / write-offs/ provision for contractual fines - 100.8 100.8 - 100.8
Retention / severance programs approved in the AGM of 04/28/17 - 4.1 ~85.0 ~20.0 100.0 110.0
Advisors, consultants and brand 70.3 63.5 ~100.0 - 165.0 170.0
Total 70.3 304.9 ~420.0 ~20.0 505.0 515.0
Includes payroll charges on the amount approved at the Annual General Meeting. In addition to the amount described above, approximately R$44 million will be accrued between
2019 and 2021, according to the vesting periods of the stock grant program. The portion referring to payroll taxes on the stocks that will be transferred in future periods can vary
significantly, since it will be calculated based on the stock price on the day of the transfer.

Estimates on expenses and Capex necessary to capture synergies (R$ millions)


2016 1Q17a 2017e 2018e Total
Severance and services providers expenses 8.5 36.3 ~150.0 ~25.0 175.0 190.0
Capex (projects and integration) - 0.3 ~25.0 ~25.0 45.0 55.0

Expenses synergies will be gradually captured through a three-year period and are estimated to reach R$100 million/year on a
recurring basis at the end of this period

PUBLIC INFORMATION 15
Appendix

PUBLIC
PUBLIC INFORMATION
INFORMATION
Other revenues
Solid Performance of securities lending and Tesouro Direto platforms
1Q17 REVENUE BREAKDOWN (in R$ millions / % of the total)
(Combined information; B3)

Other lines of business 1Q17 YoY

Depository 50.9 39.5%

Securities lending 27.0 16.6%

Market data (vendors) 25.9 -5.1%

14.1% Listing 14.5 6.8%

Bank - financial intermediation and bank fees 10.2 9.7%

Market participant access 8.3 -14.8%

Other 5.1 29.4%

Total 141.9 14.9%

Revenue as reported in the financial statements note 20 of the Financial Statements.


PUBLIC INFORMATION 17
B3 - Business combination between BM&FBOVESPA and Cetip
Commitments undertaken before the regulators
Commitments undertaken before CADE
Provision of clearing and settlement services ("CCP Services") and depository services (CSD Services) to other Financial Market Infrastructure (FMI) for
transactions in the cash equity market
Ensure that all participants of the central depository receive equitable treatment, agreeing to provide details about the increase of any operating or
transactional costs associated to the mechanics of provision of CSD services
Ensure the preservation and improvement of the governance mechanisms applicable to the prices of products and services
Increase in the scope of the Price Guidelines set forth in the Bylaws to contemplate any other products or services, as determined by the Products and
Pricing Committee (Committee); and increase in the attributions of the Committee
A commitment that the Committee's composition will allow the representation of clients of different segments, classified as large, medium and small
clients
Agreed to engage in a negotiation period of up to 120 days with any FMI interested in contracting the provision of CSD Services, provided that in case the
negotiations do not succeed, the interested party will have the right to trigger a arbitration mechanism
Commitments undertaken before CVM
Commitment to hold a public hearing concerning the access rules and commercial policy related to CCP services and CSD services, with the purpose of
collecting opinions from the interested parties with respect to such rules, which will be later submitted to approval by CVM and Brazilian Central Bank
Commitment to deliver to CVM income statements of their business units ("Managerial Income Statements") related to the following activities: trading
("Trading Unit"), clearing and settlement ("CCP Unit") and central depository ("CSD Unit) with respect to the cash equity market
Commitment to implement a rebalancing of prices related to the Trading, CCP and CSD services, concerning services and activities related to the cash equity
market, in alignment with the structure of costs and revenues associated with the Business Units, as verified on the Managerial Income Statements related to
the fiscal year ended on December 31st, 2016
Commitment to implement the relevant measures so that BM&FBOVESPA Superviso de Mercado (BSM) is able to provide self-regulation services to the
new FMI

PUBLIC INFORMATION
Debt profile

Cetip Cetip BVMF Cetip Lux 1 Cetip Lux 2 BVMF BVMF


Loan Debentures Loan Loan Loan Debentures Notes

Value USD 100 m R$500 m USD 125 m USD 100 m USD 50 m R$3 bi USD612 m

Issuance Jan15 Sep14 Dec16 Aug14 Sep16 Dec16 Jul/0

Amortization - - Monthly 50% Aug17 - 50% Dec18 -

Maturity date Jan17 Sep17 Dec17 Aug18 Sep19 Dec19 Jul20

Interest rates 1.85% 106.65% CDI 3.02% 2.94% 4.71% 104.25% CDI 6.47%

Interest
Jan and Jul Mar and Sep Monthly Quarterly Mar and Sep Jun and Dec Jan and Jul
payments

Effective rate after tax for loans in foreign currency.


PUBLIC INFORMATION 19
Financial Statements
Summary of balance sheet (consolidated)
ASSETS LIABILITIES AND SHAREHOLDERSEQUITY
ASSETS LIABILITIES AND EQUITY
Mar 31, 2017 Dec 31, 2016 Mar 31, 2017 Dec 31, 2016
(In R$ thousands) (In R$ thousands)
Current assets 13,804,755 11,612,517 Current liabilities 12,904,695 3,657,832
Cash and cash equivalents 262,320 319,124 Collateral for transactions 1,727,640 1,653,835
Financial investments 12,868,729 10,964,214 Financial instruments for hedge 550,003 405,971
Others 673,706 329,179 Loan 499,146 373,919
Noncurrent assets 32,209,308 19,543,358 Debentures 615,668 -
Long-term receivables 3,145,972 3,749,282 Others 9,512,238 1,224,107
Financial investments 2,792,632 3,564,243 Noncurrent liabilities 8,987,189 8,421,658
Others 353,340 185,039 Debt issued abroad 1,934,116 1,987,669
Investments 44,947 29,117 Loan 327,398 33,949

Property and equipment, net 583,539 462,753 Debenture 2,992,509 2,991,806


Intangible assets 28,434,850 15,302,206 Deferred inc. tax and social contrib. 2,983,977 2,976,125
Goodwill 22,320,013 14,401,628 Others 749,189 432,109
Software and projects 5,873,770 900,578 Equity 24,122,179 19,076,385
Others 241,067 - Capital 3,198,655 2,540,239
Capital reserve 18,361,990 14,327,523

Others 2,551,500 2,198,708


Non-controlling interests 10,034 9,915
Total Assets 46,014,063 31,155,875 Total liabilities and equity 46,014,063 31,155,875

PUBLIC INFORMATION 20
Financial Statements
Net income and adjusted expenses reconciliations
NET INCOME RECONCILIATION (in R$ millions)
1Q17/1Q16 1Q17/4Q16
1Q17 1Q16 4Q16
(%) (%)
Net income (attributable to shareholders) 209.0 474.6 -56.0% 1,078.4 -80.6%

Expenses related to the combination with Cetip (net of taxes) 182.7 3.0 5,965.1% 6.4 2,762.0%
Extraordinary provisions (net of taxes) 88.6 0.0 - 0.0 -
Impairment of assets (net of taxes) 43.2 0.0 - 0.0 -
Non-recurring expenses with stock grant (net of tax) 0.0 0.0 - 22.4 -
CME Group shares sale capital gain adjustment 0.0 0.0 - (431.7) -
Net income excluding non-recurring items 523.6 477.6 9.6% 675.4 -22.5%

ADJUSTED EXPENSES RECONCILIATION (in R$ millions)


1Q17/1Q16 1Q17/4Q16
1Q17 1Q16 4Q16
(%) (%)
Total expenses 754.5 320.6 135.3% 438.9 71.9%
Depreciation and amortization (53.0) (49.9) 6.1% (52.5) 0.8%
Stock grant/option (25.3) (29.7) -14.6% (64.5) -60.7%
Related to the combination with Cetip (275.7) (4.6) 5,939.4% (9.7) 2,749.9%
Provisions (recurring and non-recurring) (148.3) (4.1) 3,518.9% (7.1) 1,978.6%
Adjusted expenses 252.2 232.4 8.5% 305.0 -17.3%

PUBLIC INFORMATION 21
Financial Statements
Summary of income statement (consolidated)
SUMMARY OF INCOME STATEMENT (in R$ millions)

1Q17/1Q16 1Q17/4Q16
1Q17 1Q16 4Q16
(%) (%)
Net revenues 940.9 874.4 7.6% 958.3 -1.8%
Expenses (754.5) (320.6) 135.3% (438.9) 71.9%
Operating income 186.4 553.8 -66.3% 519.4 -64.1%
Operating margin 19.8% 63.3% -4,352 bps 54.2% -3,439 bps
Financial result 198.8 198.8 0.0% 196.6 1.2%
Adjusted expenses (252.2) (232.4) 8.5% (305.0) -17.3%
Net income (excluding non-recurring) 523.6 477.6 9.6% 675.4 -22.5%

PUBLIC INFORMATION 22
Investor Relations

+55 11 2565-4729 / 4418/ 4834 / 4207/ 7938 / 7770


bvmf@ri.bvmf.com.br

PUBLIC INFORMATION

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