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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
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
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
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 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%
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%
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%
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)
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)
+326.3%
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
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)
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.
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)
PUBLIC INFORMATION
Debt profile
Value USD 100 m R$500 m USD 125 m USD 100 m USD 50 m R$3 bi USD612 m
Interest rates 1.85% 106.65% CDI 3.02% 2.94% 4.71% 104.25% CDI 6.47%
Interest
Jan and Jul Mar and Sep Monthly Quarterly Mar and Sep Jun and Dec Jan and Jul
payments
PUBLIC INFORMATION 20
Financial Statements
Net income and adjusted expenses reconciliations
NET INCOME RECONCILIATION (in R$ 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%
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
PUBLIC INFORMATION