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PUBLIC INFORMATION
PUBLIC INFORMATION
SAO PAULO, MAY 2017
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
B3 Brasil, Bolsa, Balco
The infrastructure that develops the market
As of March 30, 2017. 6th largest exchange by market value. Combined information. 3
PUBLIC INFORMATION
B3 Brasil, Bolsa, Balco
Agenda
Operational excellence, innovation and client focus: long term drivers of value
PUBLIC INFORMATION 4
Integration with market participants
One-stop-shop adding value in every step of the financial market value chain
The infrastructure offered by B3 integrates in several points with market participants systems, supporting a
significant number of their core activities
Listed Central
Central
(equities, derivatives Trading counterparty
depository
spot FX and others) and settlement
Financial
Institutions Central
OTC
Registration counterparty
derivatives
and settlement
Brokerage
houses
Central
Corporate Trading / Central
counterparty
bonds Registration depository
and settlement
Asset
managers
Banks funding
Registration Settlement Custody
instruments
Issuers of financial
securities Loans & liens
(vehicles and Registration Custody
real estate)
PUBLIC INFORMATION 5
B3 Brasil, Bolsa, Balco
Agenda
Operational excellence, innovation and client focus: long term drivers of value
PUBLIC INFORMATION 6
Diversified revenue sources
Diversified business lines with different revenue drivers
Companys revenue breakdown
Main drivers
(Combined information; B3)
BOVESPA Volatility
Interest rate level
(equities)
Risk appetite and sophistication of investors
PUBLIC INFORMATION 7
BM&F segment (listed derivatives)
Exposure to volatility and FX rate
Volume and price drivers Revenue breakdown
Average daily volume (ADV) ADV (millions) Revenue (R$ millions)
PUBLIC INFORMATION 8
BOVESPA segment (equities)
Pro-cyclical model of revenues
Volume and price drivers Revenue breakdown
Average daily trading value (ADTV) Market Cap (R$ trillions) and Turnover Velocity (%) Revenue (R$ millions)
Regulatory framework
Trading
Market formally open for fragmentation since 2007, but
Pension Funds (R$ million; % of total; Source: ABRAPP)
dark pools, MTFs and internalization are prohibited
(competition is possible only between exchanges)
Post-trading
Identification of the final beneficial owner
On-lending
Securities and OTC derivatives
Mandatory registration and custody in central depositary
Open market
Funding instruments issued by banks
Mandatory registration in a central registration system Time dep (local)
Savings deposit
Updated to Mar/17, It does not consider discounts and returns awarded to clients.
PUBLIC INFORMATION 10
UFIN (Vehicle and real estate financing)
Tied to the economic cycle
Volume and price drivers Revenue breakdown
Volume Financing of Vehicles (millions; Source: Cetip) Total Revenue (R$ millions)
Vehicle sales and financing penetration
Outstanding volume of real estate credit
Electronification of processes
Pricing
Fees in R$ for inclusion of liens in SNG (National Liens
Database)
Fees for financing contract registered
Fees per search conducted in the system or per report
requested (market data)
Growth drivers
Monthly default (%; Source: Central Bank of Brazil) Selic interest rate (%;Source: Central Bank of Brazil; FOCUS)
Regulatory framework
Loans (vehicles and real estate)
Mandatory registration of auto loans, as determined by
Central Bank rules
Similar regulations for real estate loans are scheduled to
come into effect in Oct/17.
Updated to Mar/17, FOCUS report (market survey) of Mar/17. It does not consider discounts and returns awarded to clients.
PUBLIC INFORMATION 11
Other revenues
Diversified and recurring revenues
Depository
Fixed monthly fee per investor / account
Basis points on the market value deposited (larger accounts)
Tesouro Direto (basis points on the value under custody)
Securities
Basis points on the financial value of open positions
lending
Market activity level
Investors risk appetite
Market
Data
Clients profile and services used
FX rate (R$/US$)
Listing
Annual listing fee charged from listed companies and other issuers
Size of companies (capital stock)
Other
BM&FBOVESPA Settlement Bank (back-office services)
Market participant access (services packages)
Operational excellence, innovation and client focus: long term drivers of value
PUBLIC INFORMATION 13
Infrastructure for listed products (equities and derivatives)
Assuring the smooth functioning of the markets
Combined investment
(R$ millions; Combined information)
BM&FBOVESPA Clearinghouse
(millions of trades/day) Total trades 2016 = 7.3x total of 2010
PUBLIC INFORMATION 14
Development of Products and Markets
Expansion of the portfolio of products available to the market
Operational excellence, innovation and client focus: long term drivers of value
PUBLIC INFORMATION 16
Financial robustness
Summary of income statement
Net revenues Adj. expenses Adj. Operating inc. Adj. EBITDA Net income
(R$ million; % of change) (R$ million; % of change) (R$ million; % of change) (R$ million; % of change) (R$ million; % of change)
+18.7%
+40.0%
+20.1%
+21.7%
+23.0%
Combined managerial information. Expenses adjusted to: depreciation and amortization; (ii) stock grant plan expenses principal and payroll taxes and stock option plan; (iii) expenses
PUBLIC INFORMATION connected to the business combination with Cetip; and (iv) provisions. Adjusted by: (i) stock grant plan expenses; (ii) expenses connected to the business combination with Cetip; and (iii) 17
non-recurring provision expenses.
Focus on expense control
Historical adjusted expenses 2016 adjusted expenses breakdown
(Combined information; R$ millions) (Combined information)
CAGR 12-16
Total 7.1%
IPCA 7.3%
Cetip 12.1%
BVMF 4.8 %
PUBLIC INFORMATION Expenses adjusted to: Expenses adjusted to: depreciation and amortization; (ii) stock grant plan expenses principal and payroll taxes and stock option plan; (iii) expenses connected to 18
the business combination with Cetip; and (iv) provisions. IPCA accumulated between 2012 and 2016 (Source: IBGE).
Temporary financial leverage as a consequence of the business
combination of the Companies
Solid balance sheet and strong cash generation allow company to seek financial deleverage while
maintaining distributions to shareholders
Debt amortization
Free cash
calendar
~R$3.1 billion (R$ millions)
PUBLIC INFORMATION 2016 combined short- and long-term cash and financial investments excluding: (i) cash position to fund the combination with Cetip; (ii) third-party cash; and (iii) minimum 19
operational cash. Combined information. EBITDA adjusted by: (i) stock grant plan expenses; (ii) expenses connected to the business combination with Cetip; and (iii) non-
recurring provision expenses. Subject to performance of the business and BoD approvals in each quarter.
Appendix
PUBLIC
PUBLIC INFORMATION
INFORMATION 20
B3 Brasil, Bolsa, Balco
The infrastructure that develops the market
PUBLIC INFORMATION 21
Management & Board of Directors
Board of Directors
Current BD composition
Pedro Pullen Parente (Chairman)
Board of Directors CEO of Petrobras and partner of Prada Investimentos
Florian Bartunek
Audit committee Partner and CIO at Constellation Asset Management
PUBLIC INFORMATION 22
Management & Board of Directors
Executive Board
Chief Operating Officer Chief Financial Officer Chief Product and Chief Financing Unit Chief Information
Client Officer Officer Officer
PUBLIC INFORMATION 23
Corporate governance and ownership structure
Broadly-held corporation with solid corporate governance structure
PUBLIC INFORMATION 24
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 Effective rate after tax for loans in foreign currency. 25
B3 - Business combination between BM&FBOVESPA and Cetip
Commitments undertaken with the regulators
Commitments undertaken with CADE
To provide clearing and settlement services ("CCP Services") and depository services (CSD Services) to other Financial Market Infrastructure
(FMI) for transactions in the cash equity market
To 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
To ensure the preservation and improvement of the governance mechanisms applicable to the prices of products and services
To 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
To guarantee that the Committee's composition will allow the representation of clients of different segments, classified as large, medium and
small clients
To agree 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 an arbitration mechanism
Commitments undertaken with 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 31, 2016
Commitment to implement the relevant measures so that BM&FBOVESPA Market Supervision (BSM) is able to provide self-regulation services
to the new FMI
PUBLIC INFORMATION 26
B3 - Business combination between BM&FBOVESPA and Cetip (cont.)
Commitments undertaken with the regulators
Fees (bps) Current fees (before the rebalancing) Fees (bps) Fees after the Rebalancing
Post-trading (CCP
2.00 2.75
and CSD) CSD 0.42 0.59
The Rebalancing proposal described above is subject to adjustments depending on the results of the public hearing procedure. Furthermore, the
Rebalancing should not be implemented if the arbitration mechanism described is triggered, in which case a price will be set for the transferring
of securities within the CSD as a result of transactions cleared and settled by other FMI, subject to the regulatory agencies
PUBLIC INFORMATION 27
1Q17 Earnings Presentation
PUBLIC INFORMATION
PUBLIC INFORMATION
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 29
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 30
Revenue Breakdown 1Q17
Revenue growth in most of the segments
REVENUE (in R$ millions / % growth YoY)
(Combined information; B3)
R$1.0bi in
1Q17
+6.7%
PUBLIC INFORMATION 31
BM&F segment
Lower RPC led to revenues decrease
REVENUE (in R$ 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 32
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$6.0 million in the 1Q17.
PUBLIC INFORMATION 33
Cetip UTVM Segment (securities)
Increase in number of transactions was the main driver for growth
MAINTENANCE/CUSTODY MONTHLY AVG VOLUME
REVENUE (in R$ millions) (in R$ trillions)
+4.6%
PUBLIC INFORMATION 34
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 35
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, 36
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$265.7 million at 1Q17, booked as financial investments. See note 4 to the financial statements. 37
Financial Highlights (cont.)
Stable financial result
FINANCIAL RESULT (in R$ 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. 38
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$8.4 billion in current liabilities related to the cash portion of the business combination between BM&FBOVESPA and
payment Cetip, paid on April 28, 2017 (it is also in the financial investment line under current assets)
Preliminary numbers, as per CPC 15 the PPA can be reviewed in a 12 months period.
PUBLIC INFORMATION 39
New Guidances for B3
2017 adjusted Opex and Capex
ADJUSTED OPEX (in R$ 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. 40
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$100 million/year on a
recurring basis at the end of this period
PUBLIC INFORMATION 41
Other revenues
Solid Performance of securities lending and Tesouro Direto platforms
1Q17 REVENUE BREAKDOWN (in R$ 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$3 bi USD612 m
Interest rates 1.85% 106.65% CDI 3.02% 2.94% 4.71% 104.25% CDI 6.47%
Interest
Jan and Jul Mar and Sep Monthly Quarterly Mar and Sep Jun and Dec Jan and Jul
payments
PUBLIC INFORMATION 45
Financial Statements
Net income and adjusted expenses reconciliations
NET INCOME RECONCILIATION (in R$ 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 46
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 47
Investor Relations
PUBLIC INFORMATION