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Investor Relations Department

So Paulo, SP

December, 2016

Public1

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 BM&FBOVESPA
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 BM&FBOVESPA performance.
The factors that might affect performance include, but are not limited to: (i) market acceptance of BM&FBOVESPA
services; (ii) volatility related to (a) the Brazilian economy and securities markets and (b) the highly-competitive
industries BM&FBOVESPA operates in; (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 BM&FBOVESPA 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 BM&FBOVESPA 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 BM&FBOVESPA 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.
2

REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE


Safety, resilience and transparency

BRAZILIAN MARKET OPPORTUNITIES


Main growth drivers

MAIN GROWTH INITIATIVES


Building an State-of-the-art platform

MAIN GROWTH INITIATIVES


Investments, new products and focus on the customer

OPERATIONAL PERFORMANCE
Notable global exchange

FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders

3Q16 RESULTS
APPENDIX
3

Exchange sector
Safety and market integrity as priorities
Capital and derivatives markets in Brazil

Exchange market characteristics in Brazil

Stable and solid regulation

BVMF is the sole exchange, despite the


market being open for competitor since 2007

CVM Trade and post-trade


BACEN Post-trade , banks and
intermediaries

Stocks exclusively traded through an exchange


(Dark pools, MTFs and internalization prohibit)

Main participants

Identification of the final beneficial owner in


the entire trading and post-trading chain

Intermediaries local and international


brokers (linked to bank and independent)

Derivatives are predominantly listed and OTC


derivatives must be registered mandatorily

Listed companies
Investors institutional, foreign and
individual (retail)

Securities lending mandatorily through a


central counter-party (CCP)
The exchange is responsible for oversight and
self-regulation of the markets in which it
operates

Why invest in BM&FBOVESPA?


A global exchange
1890:
Foundation of Bolsa
Livre (Bovespa's
predecessor)

1967:
Bovespas
Mutualization

1986:
Start of
BM&F
activities

Aug 2007:
Bovespa Hld
demutualization

Oct 2007:
Bovespa Hld
IPO (BOVH3)

Sep 2007: BM&F


demutualization

Nov 2007:
BM&F IPO
(BMEF3)

May 2008:
Merger between BM&F and Bovespa
Hld and creation of BM&FBOVESPA
(BVMF3)

and R$7.2 billion on distributed earnings since 2008

State-of-the-art trading and post-trading


systems: ~R$1.6 billion invested in resilience,

Revenue diversification: trading and post-

Solid market position: dominant position in the

trading services for stocks, derivatives, fixed income


and OTC

domestic market and significant presence in the


global exchanges industry

Constantly seeking operational efficiency:

Reference in corporate governance


standards: cutting edge in adopting best practices

High dividend payer: +80% of the net income

investments in technology and cost growth below


inflation

strength and safety

to the market

Practice of the period and amount distributed from Jan/2008 to Dec/2015;


Expenses adjusted to Companys depreciation, stock granting plan principal and social charges -, stock options plan, tax on dividends from the CME Group, transfer of fines and provisions

Multi-asset and vertically integrated model


Value gained across most of the chain
Services for the whole chain
Trading Platform: equities, derivatives, government and
corporate bonds, funds, spot FX, among others

Post-trading Platform:

EQUITY

Central counterparty (CCP)


Settlement System (SSS)

CASH

INTEREST

FX

OPTIONS

FUTURE

POST-TRADE

Central Depository (CSD)


Trade Repository (TD)

Services for Issuers and Participants:

CCP, SSS and CSD

Listing

Trading access (brokers)


SWAP

COMMODITIES

FORWARD

Securities lending

CREDIT

Custody for clubs and foreign investors (2689)


Market Data (vendors)

Indices Licensing
Software Licensing
OTC (derivatives and fixed income)
6

Multi-asset and vertically integrated model


Value gained across most of the chain
BRAZIL

USA

(Internalization of orders is forbidden)

(Internalization of orders is allowed)


Trading venues

TRADING
DTCC

Brokers A and B

Brokers A and B
Broker
A

Broker
B

POST-TRADING
CCP
SSS
CSD

Investors

Investors
Investors

Model 100% vertical: clearing,


settlement and central depository at
the FINAL BENEFICIAL OWNER LEVEL

Investors

Clearing, settlement and depository


occur at the brokerage houses

Corporate governance
Reference in corporate governance practices
Solid Governance Practices

Broadly Dispersed Shareholder Base

Listed in Novo Mercado (voting shares only and


other shareholders rights, transparency, etc.)

10%

7%
5%

Majority of the Board composed of independent


members (regulatory requirement)

2%

Chairman is an independent member


Other Board members are linked to market
participants or strategic partner (CME);
although considered non-independent, are not
connected to controlling group or management

All Board members are not Companys executive


Well-defined and solid Board of Directors and
Boards Committees
Executive compensation system aligned with
Companys performance and strategic
objectives, as well as with shareholders longterm interests

76%

Capital World Investors

(update in Oct. 2016)

Oppenheimer Funds

(update in Oct. 2015)

BlackRock Funds

(update in Aug. 2015)

Treasury stock

(update in Oct. 2016)

Others

(update in Oct. 2016)

Note: percentage ownership are estimated but may not represent exact figures
due to different information dates about largest shareholders positions

Corporate Governance
Multidisciplinary knowledge in conducting business
2015-17 Board of Directors Composition
Birth

Years
in the
Board

Pedro Pullen Parente


Former Minister of State; Former CEO of Media and
Commodity Conglomerates

2/21/53

Claudio Luiz da Silva Haddad


Former CEO of Investment Bank; Founder and CEO of
Business School

8/23/46

Board Member

Corporate Governance Profile - Board & Committee Summary


7

Committees

Antnio Quintella
Former CEO of CS Brasil and Americas; Portfolio Manager

2/16/66

Larcio Jos de Lucena Cosentino


TOTVS Chairman of the Board and TOTVS CEO

8/11/60

Luiz Antnio de Sampaio Campos


Former Director of CVM; Lawyer

6/9/70

Luiz Fernando Figueiredo


Former Governor of the Central Bank; Portfolio Manager

1/15/64

Luiz Nelson Guedes De Carvalho


Former Central Bank and Sec. Commission Officer;
Member of IIRC and CPC/IASB; Professor of Accounting

11/18/45

Denise Pauli Pavarina


Bradesco executive;

4/14/63

Eduardo Mazzilli de Vassimon


Director of Ita e CRO of Ita Holding

10/7/58

Jos Berenguer Neto


CEO of JP Morgan Brazil

9/10/66

Charles P. Carey
Former Chairman of CBOT; CME Group Board Member

9/1/53

Independent
members

Highly qualified Board Members and well-functioning


Boards Committees
Commitment and independence of Board of Directors
and Committees members

Board
Audit

Nomination
and CG

Comp.

Risk

Brokerage
Industry

11

Independent Board

Market participant + Board

Independent Non-Board

Market participant Non-Board

14

14

94%

82%

100%

92%

80%

93%

# Members

# of meetings (2015)
Average attendance (2015)

Linked to
market participant or
strategic partner (CME)

Note: in the case of the Advisory Committee for the Securities Intermediation Industry the statistics
regarding number of meetings and attendance considered the previous composition with 6 members,
including two Board members. This change was implemented in Feb 2015.

Corporate Governance
Multidisciplinary knowledge in conducting business
Management and Internal Governance
Board of
Directors

Internal Audit

CEO
Edemir Pinto

Corporate Risk

Management (5 Executives + 26MDs)


Responsible for implementing the guidelines
established by the Board or Directors, executing the
strategic plan, monitoring and executing the Companys
operations

Human Resources
Sustainability,
Press and Mkt.

CIO
Rodrigo Nardoni
Luis Furtado

CPO
Jos Ribeiro de
Andrade

Financial, Legal,
IR and Issuer
Regulation

Trading, Risk
Management,
Clearing,
Settlement,
Depository,
BVMF Bank and
Market
Participants
Relationship

Trading, Posttrading, PMO,


New Products,
Infrastructure,
Mid- Back-Office
Systems

Products and
Business
Develop.,
Commercial
Relations,
Internat. Offices,
Commercial
Planning and
Project Analysis

4 MDs

6 MDs

5 MDs

6 MDs

CFO
Daniel Sonder

COO
Ccero Vieira

Internal Working Groups

Advisory Committees

Market Advisory
Chambers

Internal Working Groups (budget, products and


services, projects, others)
This internal working groups are important components
of the Companys corporate governance, monitoring
the budget process and establishing priorities for
products, services and projects development, among
other things
Advisory Committees (market and credit risks,
corporate risk, sustainability, code of conduct, business
continuity, others)
Multidisciplinary internal groups that address and
monitor important business and issues of the Company
Advisory Chambers (commodities, listing, equities,
fixed income, FX, derivatives, others)
Several open channels with investors, market
participants and companies which collaborate to
develop and improve products and services, as well as
to suggest better practices

The Head of the Audit Department reports functionally to the Board of Directors and the Audit Committee. The Audit Committee may periodically assess the performance of the Head of Audit
Department, after consulting the Executive Board. Co-Chief Information Officer. In May, Mr. Furtado resigned from the statutory position of Chief Technology and Information Security Officer with
effect from the end of his current mandate on April 30, 2017.

10

BM&FBOVESPAs Sustainability Policy


Sustainability as a long-term driver

11

REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE


Safety, resilience and transparency

BRAZILIAN MARKET OPPORTUNITIES


Main growth drivers
MAIN GROWTH INITIATIVES
Building an State-of-the-art platform

MAIN GROWTH INITIATIVES


Investments, new products and focus on the customer

OPERATIONAL PERFORMANCE
Notable global exchange

FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders

3Q16 RESULTS
APPENDIX
12

Opportunities in the Brazilian market


BM&FBOVESPA is ready to capture future growth

Growth opportunities in the Brazilian


equities and derivatives markets
EQUITIES MARKET
Portfolio diversification: diversification of institutional investors portfolios
with a higher participation of equities
Retail investors: small number of retail investors and growth of the middle
class
Listed companies: low number of listed companies, while important sectors
are not adequately represented on the exchange

DERIVATIVES MARKET
Growth of credit and fixed-rate government debt: higher demand for
hedging from financial institutions and institutional investors
Growth of foreign trade: higher demand for hedging through FX contracts
Equities market development: growth in demand for index-based contracts
OTC derivatives: capital requirements (Basel) should benefit OTC
transactions through a CCP

13

Investors exposure to equities is low


Investors portfolio opportunities shifting to equities
Investors portfolios are highly
concentrated in fixed income

Investment Funds AUM (in BRL billions)


Funds AUM evolution. Global average of 40% for equities

Historically high interest rates


Low level of sophistication of pension funds and
some asset managers
Lack of knowledge about the equity market,
combined with retail investors fixed-income
mindset

Number of Custody Accounts (in thousands)


Number of retail investors represents only 0.3% of the
population (lower than global average)

Sources: BM&FBOVESPA, ANBIMA and ABRAPP. Oct/16 and Jul/16.

Pension Funds AUM (in BRL billions)


Participation of equities in the portfolio of pension funds

14

REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE


Safety, resilience and transparency

BRAZILIAN MARKET OPPORTUNITIES


Main growth drivers

MAIN GROWTH INITIATIVES


Building an State-of-the-art platform
MAIN GROWTH INITIATIVES
Investments, new products and focus on the customer

OPERATIONAL PERFORMANCE
Notable global exchange

FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders

3Q16 RESULTS
APPENDIX
15

BM&FBOVESPA IT, Risk and Operating Development


Building a state-of-the-art platform to boost market growth
High performance: high availability, submilliseconds latency, low standard deviation

BM&FBOVESPA is investing
more than R$ 1.6 billion (2010 2016) to build state-of-the-art
IT, Risk and Operating
infrastructure

Operational leverage: easily scalable capacity

Capital efficiency for clients

Capital efficiency for clients: integrated


risk calculation (equities and derivatives OTC and listed); and unification of
settlement windows

Attract and retain clients and


strengthen relationship with
intermediaries

Rationalization and standardization of


rules, procedures and requirements
Capital efficiency for clients: integrated
risk calculation (OTC and Exchange Traded
Derivatives)

Development of markets and


products
OTC MARKET

Operational leverage for


BM&FBOVESPA

Innovate and enhance market


robustness ahead of regulatory
demands
The implementation of IPN/CORE depends the approval of the regulators.

NEW
DATA CENTER

Customer relationship: strengthening


relationships and adding revenue with
little marginal expenses
Long-term IT sustainability: significant
capacity to expand co-location and own
systems

Customer relationship: able to host


participants and clients infrastructure
16

PUMA Trading System - Performance


Enabling the increase of trades

Successive records broken in recent years, without delays or


availability failure
Development of the number of messages/days (in millions)

Source: BM&FBOVESPA.

17

Clearinghouses Integration and New Risk Model (CORE)


Post-trade environment evolution
Organization of the post-trade
environment by types of assets/products

Organization of the post-trade


environment by process
Equities, ETFs,
BDRs

4 rulebooks and
4 manuals.
Other products
and assets

4 participant
structures

4 distinct
environments /
IT architectures
4 settlement
windows and 4
multilateral
balances

4 systems /
back-office
processes

Government
Bonds
Rules and Manuals

Structure of market participants


Participants and customer registration
OTC
derivatives

Allocation and transfer

Corporate
fixed income

Position control
Clearing and settlement

4 systems /
processes for risk
management

4 registration
systems for
participants and
clients.
4 pools of
collateral

Risk management
Pool of collateral
Securities
lending

Interbank spot
foreign
exchange
Futures, options,
forwards

Exchange and market


participation cost
reduction

Liquidity management
improvement

More efficient
allocation of capital by
investors

Operational and
technological risk
reduction
18

Clearinghouses Integration and New Risk Model (CORE)


Post-trade environment evolution

What we did

The achievements

Aug14: derivatives phase of the new


BM&FBOVESPA Clearinghouse and of
the new risk model CORE

What were the challenges


400 employees involved

46 legacy systems were deprecated


and 31 new other were installed
+65 market participants (the
majority adopts SINACOR)

2016: conclusion of substantially all


the IT development of the equities
phase in 4Q15. Next steps are:
Roughly R$20 billon released in
collateral

Certification and parallel production


processes

R$15 billion reduction in required


collateral

Launching will depend on tests


results and regulatory approval

R$5 billion increase to the value of


deposited collateral
R$12 billion withdrawn in the early
days of activity

11 parallel production cycles


Almost 6 months since the launching
CORE - complexity and sophistication
Calculate and process +1.3bn
instrument prices
We have built a dedicated
simulation environment, meeting
demands from market participants

What is next

Very high availability


Serving participants and clients with
high quality services
Delivering efficiency

What are the challenges


Integration with the CSD
Settlement of securities
(restrictions, failures, integration
with securities lending system)
Covered options and forward
transactions
Corporate actions treatment
Settlement window unification

Risk more risk factors, higher


volume of calculations

19

Integration of the Clearinghouses Derivatives (Performance)


Gains in efficiency, resilience and capacity expansion

In one year... 10 trading records broken, +72MM risk calculations,


+1.8MM risk simulations and 99.9% availability
Development of trade numbers and records (in thousands)

Source: BM&FBOVESPA.

20

REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE


Safety, resilience and transparency

BRAZILIAN MARKET OPPORTUNITIES


Main growth drivers

MAIN GROWTH INITIATIVES


Building an State-of-the-art platform

MAIN GROWTH INITIATIVES


Investments, new products and focus on the customer
OPERATIONAL PERFORMANCE
Notable global exchange

FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders

3Q16 RESULTS
APPENDIX
21

Products and Services Development


Focus on the customers demands and needs

Long-term development of products, markets and services


Greater liquidity for listed products
Development of infrastructure for expansion of MM and HFT activity

Capital efficiency generated by CORE enables/encourages the realization of new strategies


Development of the securities lending platform
Marketing listed products and attracting new customers
Expanding the retail investor base
Incentive program with market participants
Expanding the portfolio to attend to the investment profile of individuals (Tesouro Direto, ETFs,
FIIs ...)
Discussion about tax treatment simplification in the equities market
Capture of institutional investors diversification into foreign securities
Listing of foreign securities (non-sponsored BDRs and Foreign Index ETF)
Cross-listing of futures contracts

22

Products and Services Development


Focus on the customers demands and needs

Long-term development of products, markets and services


Greater number of listed companies
Discussions with the Government to encourage and facilitate IPOs by SMEs

Law 13.043 grants exemption on capital gains for eligible SMEs investors until 2023
Creation of investment fund with proper structure to invest in SMEs
Reduction of maintenance and public offer cost for listed companies
Include stocks in the roll of restricted public distribution efforts
BNDES support to foster IPOs on BOVESPA MAIS

Fixed Income and OTC markets (product, market and revenue diversification)
Securities registration: (i) marketing of already-available products (CDB, LCA, LCI and COE); ii)
new products (CDB - new types, Financial Bills, COE - physical delivery and repos)
OTC Derivatives: (i) benefits of CORE; (ii) SWAPs and Flexible Options migration to the new
platform (flexibility and operational efficiency); and (iii) development of SWAPs with cash flow
Corporate bonds: (i) acceptance of securities with restricted distribution efforts (ICVM 476);
and (ii) migration of trading to PUMA
Constant fee structure and incentive improvements
Use of pricing policies and incentives as important tools for the development of products,
markets and services, as well as alignment with market participants
Review and monitoring of existing pricing and incentives policies
23

REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE


Safety, resilience and transparency

BRAZILIAN MARKET OPPORTUNITIES


Main growth drivers

MAIN GROWTH INITIATIVES


Building an State-of-the-art platform

MAIN GROWTH INITIATIVES


Investments, new products and focus on the customer

OPERATIONAL PERFORMANCE
Notable global exchange

FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders

3Q16 RESULTS
APPENDIX
24

VOLUMES BOVESPA SEGMENT (EQUITIES)


AVERAGE DAILY TRADING VALUE ADTV (BRL billion)

AVERAGE ANNUAL MARKET CAP (BRL trillion)

TURNOVER VELOCITY (12 months average)

Updated to November 30, 2016 Ratio of cash equities trading volume to the overall market capitalization

25

VOLUMES - BM&F SEGMENT (DERIVATIVES)


AVERAGE DAILY TRADED VOLUME ADV (thousands of contracts)

REVENUE PER CONTRACT RPC (BRL)


2007

2008

2009

2010

2011

2012

2013

2015

2016

D-15

J-16

F-16

M-16

A-16

M-16

J-16

J-16

A-16

S-16

O-16

N-16

Interest rates in BRL

0.950 1.141 0.979 0.889 0.918 1.004 1.046 1.120 1.150

1.171

1.471

1.065

1.159

1.193

1.251

1.208

1.213

1.201

1.394

1.222

0.993

1.095

FX rates

1.859 2.065 2.161 1.928 1.894 2.205 2.535 2.669 3.671

3.855

4.507

4.524

4.483

4.285

4.136

3.846

3.902

3.533

3.518

3.455

3.434

3.291

Stock Indices

1.501 2.145 1.620 1.564 1.614 1.524 1.761 1.774 2.128

1.804

2.265

1.667

2.212

1.561

2.143

1.545

2.017

1.454

1.906

1.505

1.975

1.405

Interest rates in USD

0.965 1.283 1.357 1.142 0.941 1.015 1.231 1.294 1.840

1.829

1.892

2.128

2.100

2.225

1.879

1.960

1.877

1.523

1.608

1.555

1.616

1.528

Commodities

3.195 3.587 2.307 2.168 2.029 2.239 2.534 2.390 2.530

2.238

2.734

2.451

2.591

2.247

1.890

2.298

2.024

1.981

2.255

2.728

2.293

2.047

Mini contracts

0.054 0.162 0.176 0.128 0.129 0.116 0.119 0.117 0.218

0.248

0.276

0.276

0.281

0.259

0.276

0.268

0.264

0.242

0.240

0.241

0.235

0.203

OTC

2.111 2.355 1.655 1.610 1.635 1.769 1.409 2.092 3.925

45.662

Total RPC

1.224 1.527 1.365 1.134 1.106 1.191 1.282 1.350 1.516

1.318

1.940

1.484

1.526

1.480

1.517

1.363

1.380

1.229

1.285

1.229

1.100

1.044

Updated to November 30, 2016. Starting from Jan/16 excludes OTC data.

2014

26

Investor participation in volumes


Equities and derivatives segments
BOVESPA SEGMENT (EQUITIES)

BM&F SEGMENT (DERIVATIVES)

Updated to November 30, 2016. Starting from Jan/16 excludes OTC data.

27

REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE


Safety, resilience and transparency

BRAZILIAN MARKET OPPORTUNITIES


Main growth drivers

MAIN GROWTH INITIATIVES


Building an State-of-the-art platform

MAIN GROWTH INITIATIVES


Investments, new products and focus on the customer

OPERATIONAL PERFORMANCE
Notable global exchange

FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders
3Q16 RESULTS
APPENDIX
28

Income Statement
History of income statement results (consolidated)
(in BRL thousand)

2009

2010

2011

2012

Net revenue

1,510,569

1,898,742

1,904,684

2,064,750

2,126,638 2,030,433 2,216,634

Expenses

(569,832)

(633,504)

(816,664)

(763,080)

(790,814) (804,070)

(850,656)

(446,677)

(543,881)

(584,521)

(563,487)

(575,763) (592,349)

(614,350)

940,737

1,265,238

1,088,020

1,301,670

1,335,824 1,226,363 1,365,978

Operating margin

62.3%

66.6%

57.1%

63.0%

62.8%

60.4%

61.6%

Equity method result

38,238

219,461

149,270

171,365

212,160

136,245

245,837

289,039

280,729

208,851

180,695

208,157

508,796

Income before taxation of profit

1,186,574

1,592,515

1,588,210

1,659,791

1,687,884 1,646,680 2,807,222

Income tax and social contribution

(304,505)

(448,029)

(539,681)

(585,535)

(606,588) (660,959)

(603,764)

881,050

1,144,561

1,047,999

1,074,290

1,080,947

2,202,238

1,223,761

1,586,374

1,545,627

1,612,136

1,609,769 1,478,653 1,819,187

0.6104

0.7929

0.7932

0.8351

Adjusted expenses
Operating income

Financial result

Net income
Adjusted net income
Adjusted EPS (BRL)

2013

0.8389

2014

977,053

0.8048

2015

1.0152

Attributable to shareholders of BM&FBOVESPA.


Impacts of non-recurring items: (i) partial divestment in CME Group; (ii) discontinuity of the equity method of accounting; and (iii) impairment of Bovespa Holding

29

Adjusted expenses and investment budget


Focus on expense control and investments phase
ADJUSTED EXPENSES
Focus on expense management has allowed the Company to offset
most of the inflationary pressure over the past years
(in BRL million)

2016 budget reaffirmed


2016e vs. 2015: 6.61%
IPCA 2016e: 6.69%

2017 budget
2017e vs. 2016e: 5.34%4

IPCA 2017e: 4.93%


CAGR 2011-17e: 2.80%4
CAGR IPCA 2011-17e: 6.73%

INVESTMENTS BUDGET:
Investment program initiated in 2010 reaching its conclusion

2016 budget reaffirmed


2017 budget

(in BRL million)

FX exposure: ~38%
Main projects
Phase 2 (equity) of BM&FBOVESPA
Clearinghouse
Update of PUMA Trading System
infrastructure
New Data Center

Expenses adjusted to the Companys (i) depreciation and amortization; (ii) costs from stock grant plan principal and payroll taxes and stock option; (iii) transaction cost and planning of the proposed
business combination with Cetip, that is still pending regulatory approval; and (iv) provisions, transfer of fines and incentive programs to market participants. Considers the mid-point of 2016 budget.
IPCA for 2016 and 2017 based on median market expectations released by the Brazilian Central Bank on Dec. 02, 2016. 4 Considers the mid-point of 2017 budget and 2016 budget.

30

Expenses Discipline
Delivering efficiency through diligent expense management

-11.2%

Third party
services

3.2%

-6.7%

Marketing

5.7%

-4.5%

-57.0%

-61.1%

Total
Personnel 2

Data
processing

-1.8%

Real Change3

18.5%

-11.5%

Data
processing

-3.8%

Nominal
Change

16.9%

-11.5%
1,8%

Third party
services

Total
Personnel 2

3.9%

(in R$ millions)

-20.8%

-40.0%

Marketing

Real Change3

2015 vs. 2014

-69.1%

-76.6%

Communicat.

Nominal
Change

Communicat.

Adjusted expenses grew 3.7%, significantly below average inflation of 10.7%1,


reflecting prioritization of activities, review of contracts and enhancement
of processes

-75.0%

-81.0%

2015 vs. 2011


(in R$ millions)

IPCA last 12 months until Dec15 (Source IBGE) 2 Includes personnel expenses and capitalization and excludes costs from stock grant plan principal and payroll taxes stock option and
31
bonus expenses. 3 Calculated based on the annual wage increase for personnel expenditure and the accumulated IPCA for the other lines of expenses.

Allocation of Results
Return of surplus capital to shareholders

Distribution of most of the cash generation, reaffirming the


commitment to return capital to shareholders
Payout
(% of net income)
2009: 80%
2010: 100%
2011: 87%
2012: 100%
2013: 80%
2014: 80%
2015: 73%
9M16: 50%

Cash Generation after Investment and Interest Payments


(Total for Jan/09 through Sep/16, in R$ millions)

+
Share Buyback

About 15% of free float


repurchased in 7-year
period (2H08-9M16)

Data of BM&FBOVESPA (not consolidated): excludes variation in financial transactions and collateral pledged by participants, proceeds raised in connection with the acquisition of CME Group shares in 2010 and
32
the divestment from CME Group shares in Sep/15 and Apr/16. 50% of the net income excluding the impact from the sale of CME Group shares in Apr/16.

REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE


Safety, resilience and transparency

BRAZILIAN MARKET OPPORTUNITIES


Main growth drivers

MAIN GROWTH INITIATIVES


Building an State-of-the-art platform

MAIN GROWTH INITIATIVES


Investments, new products and focus on the customer

OPERATIONAL PERFORMANCE
Notable global exchange

FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders

3Q16 RESULTS
APPENDIX
33

3Q16 vs. 3Q15 highlights


Bottom line impacted by extraordinary and mainly non-cash items
Operating highlights
3Q16 (vs. 3Q15)

Financial highlights
3Q16 (vs. 3Q15)

BM&F Segment:

Total revenue: R$621.3 mn, -6.3%,

ADV: 2.9 mn contracts, -11.7%

BM&F Seg.: R$240.6 mn, -21.6%

RPC: R$1.247, -12.9%

Bovespa Seg.: R$241.8 mn, +9.0%


Other revenues: R$138.9 mn, +3.5%

Bovespa Segment:
ADTV: R$6.93 bn, +5.9%

Adj. expenses1: R$155.5 mn, -5.0%

Strategic updates
Proposed business combination
with Cetip
Pending regulatory approval: CVM,
Central Bank and CADE (filed with
CADE on June 28, 2016)
Efforts on planning the integration

Margin: 5.268 bps, 0.02 bps

Operat. income: R$113.0mn, -70.3%

Others growth products:

Excluding extraordinary items that


impacted 3Q16, operating income
would have reached R$351.5 mn

Equities phase of BM&FBOVESPA


Clearinghouse
Integrated test and certification with
market participants were concluded

IFRS net income: R$293.5 mn

Beginning of the parallel production


phase in Jul16

Tesouro Direto: 86.4% increase in


average assets under custody
ETFs: 20.1% increase in ADTV

Excluding extraordinary items that


impacted 3Q16, net income would
have reached R$453.2 mn

Deployment planned for 1H173

Payout: R$146.7 mn (R$0.082 per


share); equivalent to 50% of the 3Q16
net income

1 Adjusted

to (i) depreciation and amortization; (ii) stock grant plan costs principal and payroll taxes and stock option plan; (iii) transaction cost and planning of the proposed business combination with Cetip
that is still pending regulatory approval; and (iv) transfer of fines, provisions and incentive programs to market participants. Attributable to BM&FBOVESPAs shareholders. 3 Depending on test results and
34
regulatory approval.

3Q16 revenue breakdown


Revenue hurt by BM&F segment weak performance
REVENUE (in R$ millions / % growth YoY)
USD-linked revenue represented
22.3% of the total revenue

Total
revenue
R$621.3 mn

The revenue breakdown considers the revenue lines others of the Bovespa Segment and foreign exchange and securities of BM&F Segment, as reported in the financial
statements note 20, within the other revenues not tied to volumes. Trading and post-trading.

35

Derivatives market
Revenue impacted by lower ADV and RPC
REVENUE (in R$ millions)

ADV (in thousands of contracts)


CONTRACTS

3Q15

3Q16

YoY

1,791

1,206

-32.7%

FX rates

473

386

-18.3%

Stock indices

101

79

-22.2%

Interest rates in USD

321

229

-28.7%

-2.2%

597

997

66.9%

3,293

2,906

-11.7%

Interest rates in BRL

Commodities
Mini contracts
TOTAL

MINI CONTRACTS (in thousands of contracts)

REVENUE PER CONTRACT (RPC)


RPC: R$1.247 per contract, -12.9% YoY
Mix effect:
Lower participation of Interest rates in BRL
contracts

Higher participation of Mini contracts (RPC is


significantly lower than average)

Appreciation of the BRL against USD (in 3Q16:


51.9% of derivatives revenue were linked to
USD)

% tot.
BM&F
rev.

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$4.6
million in 3Q16. Most of the fees charged on FX rate, Interest rates in USD and Commodities contracts are referred in USD. The average BRL/USD exchange rate appreciated 4.7%
from 3Q15 to 3Q16.

36

Equities market
Higher volumes contributed to the revenue increase
REVENUE (in R$ millions)

ADTV (in R$ millions) AND MARGIN (in bps)


3Q15
ADTV
Margin

3Q16 HIGHLIGHTS

6.545,1
5,246

3Q16
6.930,9

YoY
5,9%

5,268 0.02 bps

MARKET CAPITALIZATION (in R$ trillions) AND


TURNOVER VELOCITY (%)

ADTV growth was driven by the increase in


the market capitalization, mostly
concentrated in the end of the quarter
Trading and post-trading margins:
5.268bps, stable

Revenue does not consider the revenue line others of Bovespa Segment, as reported in the financial statements note 20, which totaled R$4.5 million in the 3Q16. Excludes
fixed income line.

37

Business lines not tied to volumes


Growth in revenue not tied to volumes
3Q16 REVENUE BREAKDOWN (in R$ millions / %)

Other lines of business

22.4%

Revenue as reported in the financial statements note 20.

3Q16

YoY

Depository

47.4

31.1%

Securities lending

30.2

6.8%

Market data (vendors)

24.6

-19.2%

Listing

13.1

-0.7%

Bank - financial intermediation and bank fees

9.9

-1.3%

Market participant access

8.7

-12.6%

Other

5.1

-18.9%

Total

138.9

3.5%

38

3Q16 expenses
Continued focus on expense management
ADJUSTED EXPENSES (in R$ millions)
3Q16 adjusted expenses decreased 5.0% YoY

Adjusted
personnel
(-3.3%): annual
wage
adjustment of
~9% offset
mainly by
higher
capitalization

Data
processing
(+21.3%):
inflation/FX
rate
adjustments to
IT maintenance
contracts

Third party
(+14.2%):
higher
expenses with
consultancy
services

Marketing
(-64.1%): in
3Q15,
expenses
connected to
the
organization of
the Financial
Markets
Conference

Others
(-21.0%): in
3Q15, nonrecurring writeoff of R$6.4 mn

(in R$ millions and % of total adjusted expenses)

3Q16

84.1 (54%)

36.9 (24%)

14.4 (9%)

1.7 (1%)

18.4 (12%)

3Q15

87.0 (53%)

30.4 (19%)

12.6 (8%)

4.7 (3%)

28.9 (18%)

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 business combination with Cetip that is
still pending regulatory approval; and (iv) transfer of fines, provisions and incentive programs to market participants. Excluding the impact of stock grant/option expenses. Include expenses with
communication, maintenance, taxes, board and committee members compensation and other.

39

3Q16 extraordinary expenses


Extraordinary items that impacted the IFRS expenses
IFRS EXPENSES OF R$446.1 MILLION, +104.8% YoY, IMPACTED BY EXTRAORDINARY ITEMS

Line impacted in the


income statement

Before tax

After tax

Provision on judicial decision Spread Corretora

Expenses

183.9

121.4

Provisions on success fees to legal advisors

Expenses

47.4

33.6

Transaction with Cetip expenses;

Expenses

7.2

4.7

238.5

159.7

(in R$ millions)

Total

Pending regulatory approvals from CVM, Central Bank and Antitrust Authority CADE. Includes expenses with legal reports, auditors, appraisers, and lawyers, among other
professionals engaged as advisors for the transaction as well as the planning of the integration.

40

Financial highlights
Increase in financial revenue reflecting higher cash balance
FINANCIAL RESULT (in R$ millions)
FINANCIAL RESULT OF R$221.5 MILLION, +157.5% YoY

Other financial revenue

Higher cash balance


which includes R$5.5 bn
in proceeds from CME
Group shares sale

Other financial expense


2020 Notes payment of
semiannual coupon of
5.5% per year

2020 Notes hedging cost:


Principal: R$62.0mn
(79.1% of the CDI)
Coupon: R$0.8mn (hedge
set up in Sep16)

Includes gains from changes in the exchange rate as well as other financial revenue. Includes maintenance of stand-by facilities, available but not drawn, in connection with the transaction with Cetip.
Effective rate 6.47% per year, after withholding income tax.

41

Financial highlights (cont.)


Higher cash position to fund proposed combination with Cetip
CASH AND FINANCIAL INVESTMENTS (in R$ millions)

3Q16
10,718

BM&FBOVESPAs cash position totaled R$8.5 bn in


3Q16
R$2.0 - R$2.5 bn to run the business

2Q16
10,463

R$1.0 bn in clearinghouses required safeguards


The remaining supports the activity of the central
counter-party and general corporate needs

1Q16
5,661

~R$6.0 bn to fund the proposed combination with


Cetip4

4Q15
5,202

Includes R$5.5 bn in gross proceeds from the total


divestment from CME Group shares

3Q15
8,164

Third-party cash
Third-party

Total

Restricted and unrestricted

Not considered as BM&FBOVESPAs cash


The Company earns interest on most of this cash
balance

Includes earnings and rights on securities in custody. Includes BM&FBOVESPA Bank clients deposits. Does not include investments in Bolsa Mexicana de Valores, Bolsa de Comercio de Santiago and
Bolsa de Valores de Colombia amounting R$203.1 million at 3Q16 and booked as financial investments. See note 4 to the financial statements. 4 Pending regulatory approvals from CVM, Central Bank and
Antitrust Authority CADE.

42

Financial highlights (cont.)


Strong cash generation
CASH DESTINATION (in R$ millions)

CASH GENERATION (in R$ millions)


CASH GENERATION REACHED R$566.9
MILLION IN 3Q16, +37.1% YOY
3Q15

CASH RETENTION OF R$310.8 MILLION TO


FUND THE PROPOSED COMBINATION WITH
CETIP4

3Q16

Adjusted net cash from operating


activities

513.1

672.3

Net cash from investment activities

-37.7

-40.6

Net cash from financing activities


before distributions

-61.8

-64.8

Cash generation (before


distributions)

413.6

566.9

Net cash from operating activities was


positively impacted by higher financial
revenue

Cash generation before dividends/IoC payments and share buybacks. Considers the cash flow from operating activities, adjusted by the variation of financial investments and guarantees and cash
deposits and REPO transactions of the BM&FBOVESPA bank, as described in the note 13 to the financial statements. Considers the cash flow from financing activities before the payment of
dividends/IoC and share buyback. 4 Pending regulatory approvals from CVM, Central Bank and Antitrust Authority CADE.

43

Business combination with Cetip


Timeline: where we are and next phases of the process
2016

2017
April, 8th

BVMF and
Cetips
Boards
approved the
financial
terms for the
transaction

May, 20th

Oct, 13th

Jun, 28th

Nov, 14th

Feb, 23rd

We are here
Request to analyze the
act of concentration
was filed in CADE

CADE deadline
(240-day)

CADE considered
complex the
concentration act of
the combination

BVMF and Cetips shareholders


approved the transaction in the
shareholders meetings

May, 24th
The final
deadline for
CADE approvals
(if extended)

This measure
allows CADE to
extend the
deadline for more
90 days

Review of the transaction by the regulators:


Central Bank of Brazil (BACEN)
Brazilian Securities Commission (CVM)
The Antitrust Authority (CADE)

Counted from the day of


the last regulatory
approval:
Cetip shares will be
converted in
BM&FBOVESPA
shares (BVMF3) in
T+5
The cash portion
will be settled in up
to 40 days

Efforts on planning the integration


Pending regulatory approvals from CVM, Central Bank and Antitrust Authority CADE. The Company has dedicated efforts to plan the business combination, respecting the ground rules set by the
antitrust authorities.

44

Financial Statements
Summary of balance sheet (consolidated)
ASSETS (in R$ millions)

LIABILITIES AND SHAREHOLDERSEQUITY (in R$ millions)


09/30/2016 12/31/2015

Current assets
Cash and cash equivalents
Financial investments
Others
Non-current assets

9,067.6

8,673.8

546.8

440.8

8,210.9

7,798.5

310.0

434.4

18,085.0

17,635.1

09/30/2016 12/31/2015
Current liabilities

3,497.5

2,096.8

Collateral for transactions

1,605.6

1,338.0

Others

1,891.9

758.8

Non-current liabilities

5,038.3

5,859.9

Foreign debt issues

1,993.7

2,384.1

2,617.1

3,272.3

427.5

203.5

18,616.8

18,352.2

2,540.2

2,540.2

14,284.7

14,300.3

1,782.1

1,501.6

9.7

10.1

27,152.6

26,308.9

2,335.9

Deferred Inc. Tax and Social


1,961.4 Contrib.

2,162.8

1,815.6

Others

173.2

145.8

Investments

29.5

30.6

455.2

453.1

15,264.3

15,190.0

Goodwill

14,401.6

14,401.6 Minority shareholdings

Total Assets

27,152.6

26,308.9 Liabilities and Shareholders eq.

Long-term receivables
Financial investments

Property and equipment


Intangible assets

Others
Shareholders equity
Capital stock
Capital reserve
Others

45

Financial Statements
Net income and adjusted expenses reconciliations
ADJUSTED NET INCOME RECONCILIATION (in R$ millions)
3Q16
IRFS net income*
Stock grant/option (recurring net of tax)
Deferred tax liabilities
Equity in Income of Investees (net of taxes)
Expenses related to Cetips transaction (net of tax)
Divestment in CME Group shares (net of tax)
IOF on proceeds from CME Group shares sale (net of tax)
IoC Adjustments
Discontinuity of the equity method (net of taxes)
Results from the selling of the CME Group (net of taxes)
Non-recurring expenses with provisions (net of tax)
Adjusted net income
*Attributable to BM&FBOVESPA shareholders.

293.5
13.9
135.3
0.0
4.7
0.0
0.0
0.0
0.0
0.0
155.0
602.4

3Q15
2,012.5
12.8
137.5
(37.6)
0.0
0.0
0.0
(49.0)
(1,145.0)
(474.2)
0.0
457.0

Change
3Q16/3Q15
-85.4%
8.6%
-1.6%
31.8%

2Q16
(114.4)
27.2
135.3
0.0
31.5
557.3
10.8
0.0
0.0
0.0
0.0
647.7

Change
3Q16/2Q16
-356.5%
-48.8%
0.0%
-85.0%
-7.0%

9M16
518.4
57.9
405.9
(19.6)
36.9
557.3
10.8
0.0
0.0
0.0
155.0
1,722.5

9M15
2,610.0
37.6
412.6
(106.8)
0.0
0.0
0.0
(49.0)
(1,145.0)
(474.2)
0.0
1,285.1

Change
9M16/9M15
-80.1%
53.9%
-1.6%
-81.7%
34.0%

ADJUSTED EXPENSES RECONCILIATION (in R$ millions)


3Q16
Total expenses
Depreciation
Stock grant/option
Proposed business combination with Cetip
Planning of the business integration with Cetip
Provisions and others
Adjusted expenses

446.1
(25.1)
(21.1)
(0.7)
(6.5)
(237.3)
155.5

3Q15
217.8
(26.1)
(19.4)
0.0
0.0
(8.7)
163.6

Change
3Q16/3Q15
104.8%
-3.8%
8.6%
2634.8%
-5.0%

2Q16
268.8
(23.8)
(41.2)
(46.3)
(1.5)
(9.4)
146.7

Change
3Q16/2Q16
66.0%
5.8%
-48.8%
-98.5%
324.4%
2431.8%
6.0%

9M16
917.0
(72.7)
(87.7)
(48.0)
(8.0)
(254.1)
446.5

9M15
637.3
(84.8)
(84.9)
0.0
0.0
(23.6)
443.9

Change
9M16/9M15
43.9%
-14.3%
3.3%
975.6%
0.6%

Includes expenses with legal reports. auditors. appraisers. and lawyers. among other professionals engaged as advisors for the transaction. Includes expenses with consulting services hired to help
the integration planning of the proposed combination with Cetip which is subject to regulatory approvals

46

Financial Statements
Summary of the income statement (consolidated)
SUMMARY OF THE INCOME STATEMENT (in R$ millions)

3Q16

Net revenues

3Q15

Change
3Q16/3Q15

559.1

598.3

(446.1)

(217.8)

113.0

380.5

-70.3%

20.2%

63.6%

-4,338 bps

Financial result

221.5

IFRS net income (loss)*

Expenses
Operating income
Operating margin

Adjusted expenses

-6.5%

2Q16

Change
3Q16/2Q16

9M16

9M15

Change
9M16/9M15

574.5

-2.7%

1,697.1

1,673.4

1.4%

104.8% (268.8)

66.0%

(917.0)

(637.3)

43.9%

305.7

-63.0%

780.2

1,036.1

-24.7%

53.2%

-3,300 bps

46.0%

61.9%

-1,595 bps

86.0

157.5% (418.3)

-153.0%

(36.2)

219.0

-116.5%

293.5

2,012.5

-85.4% (114.4)

-356.5%

518.4

2,610.0

-80.1%

(155.5)

(163.6)

-5.0% (146.7)

6.0%

(446.5)

(443.9)

0.6%

*Attributable to BM&FBOVESPA shareholders.

47

REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE


Safety, resilience and transparency

BRAZILIAN MARKET OPPORTUNITIES


Main growth drivers

MAIN GROWTH INITIATIVES


Building an State-of-the-art platform

MAIN GROWTH INITIATIVES


Investments, new products and focus on the customer

OPERATIONAL PERFORMANCE
Notable global exchange

FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders

3Q16 RESULTS
APPENDIX
48

High growth products


Growing sophistication of market participants
Initiatives to develop and prompt higher volume in certain products
Performance shows that the initiatives are being well received by the market
Options with Market Maker

Real Estate Funds (FIIs)

(ADTV in BRL million)

(ADTV in BRL million)

ETFs

Brazilian Treasury Direct - Tesouro Direto

(ADTV in BRL million)

Updated to November 30, 2016. Updated to September 30, 2016.

(Custody in BRL billion)

Securities Lending
(Open Interest - average for the period - in BRL billion)

Agribusiness Credit Bills


(AUM in BRL billion)

49

Bovespa Segment
Raising Capital
PUBLIC OFFERINGS (BRL billion)

Updated to October 31, 2016


Excludes the portion acquired by the Brazilian government in the Petrobras offering, via the transfer of rights in barrels (BRL 74.8 billion).

50

Trading in ADRs of Brazilian companies


Liquidity migration process interrupted
End of CPMF
(Financial
Transaction Tax)

Novo Mercado
Launch
(Dec. 2000)

End of IOF Tax (2%) for


foreign investors
(Dec. 2011)

Sarbanes-Oxley Act
(Jul. 2002)

Nov16
25.1%
9.0%

34.1%

33.2%

32.7%

65.9%

Source: Bloomberg (in USD


traded value of 35 companies
with ADRs programs )

PUBLIC OFFERINGS IN NUMBER OF COMPANIES


IPOs
Follow ons
Total

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
1
7
9
26
64
4
6
11
11
3
10
1
1
1
14
5
8
8
10
16
12
8
18
11
11
9
7
1
4
8
14
6
8
15
19
42
76
12
24
22
22
12
17
2
5
9

Dual Listings

Total
155
150
305
5

Updated to November 30, 2016

51

Bovespa Segment
Foreign investment flow
MONTHLY NET FLOW OF FOREGIN INVESTMENTS (in BRL billions)

Includes public offering (primary market) and regular trades (secondary market).

Updated to November 30, 2016

52

Products and Markets Development


Creation of value and stimulus for the development of products and markets

Enhancement of Price and Incentives Policies


OTC derivatives
fee structure

Readjustment of
Issuers annual fee

Rebalancing
Trading/post-trade

Prices p/ volume
Tiers in
Derivatives

2008
Charge (BPs) on
amount in
depository
Price policy for
Mkt Data

2009

2010

2011

Transfers fee
structure at CSD

Equities Market
Fee Structure

2012
Organizational
Structure for Fee
Structure

2013

2014

2015

Fee Structure of
OTC Products

Fee structure of
interest rate
derivatives
Review of prices and
incentives: BTC, DMA,
Market Data, Issuers and
Depository
53

Clearinghouses Integration and New Risk Model (CORE)


Benefits from Clearinghouse integration
OVERVIEW: CLOSEOUT RISK CALCULATION IN THREE STEPS

1. DETERMINING
THE CLOSEOUT
STRATEGY
T+0

T+1

T+2

T+3

T+4

...

T+N

2. RISK EVALUATION
T+0

T+1

T+2

T+3

T+4

...

T+N

T+1

T+2

T+3

T+4

CLOSEOUT RISK
PERMANENT LOSS

TRANSIENT LOSS

...

Defines the (stress) scenarios associated with


the dynamics of each risk factor relevant to
the portfolio. All assets and contracts are
reevaluated considering the scenarios defined
in this step (full valuation).

Calculates and aggregates intertemporally P&L


associated with each scenario, considering the
defined closeout strategy

3. POTENTIAL P&L
CALCULATION
T+0

Defines the portfolio closeout strategy which,


respecting the settlement restrictions of the
portfolio of assets/markets, should minimize
the risk of a loss associated with the closeout
process, preserving existing hedge strategies

T+N

Result: Two risk measuresmarket and


liquiditythat are estimated both jointly and
consistently

54

Contato

www.bmfbovespa.com.br
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