Ita CorpBanca Conference Call Ita CorpBanca Representatives Todays - - PowerPoint PPT Presentation
Ita CorpBanca Conference Call Ita CorpBanca Representatives Todays - - PowerPoint PPT Presentation
Ita CorpBanca Conference Call Ita CorpBanca Representatives Todays Presenters Milton Maluhy Chief Executive Officer Mr. Maluhy joined Ita Unibanco in 2002 and became a partner in 2010. Previously, he was CEO of Rede S.A. (Redecard),
Itaú CorpBanca
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Itaú CorpBanca Representatives
Today’s Presenters
- Mr. Maluhy joined Itaú Unibanco in 2002 and became a partner in 2010. Previously, he was CEO of Rede S.A.
(Redecard), a card processing subsidiary and Executive Director at Itaú Unibanco, responsible for the management of the credit card segment and retail store alliances. Previously, he worked at Itaú BBA, holding leadership positions in areas such as international, products, operations, treasury, and trading desk. Prior to joining the bank, he worked at J.P. Morgan Crédit Commercial de France (CCF Brasil), and Lloyds TSB. Mr. Maluhy holds a B.A. in Business Administration from Fundação Armando Álvares Penteado – FAAP.
Milton Maluhy – Chief Executive Officer
- Mr. Moura joined Itaú Unibanco in 2000 and became an associate partner in 2010. He has more than 20 years of
experience in asset management, risk management, finance and M&A. Mr. Moura held the position of Chief Investment Officer for Itaú’s pension funds, endowments and insurance businesses. He was also Chief Risk Officer for Wealth Management as well as member of the Board of Directors of different companies in Brazil and abroad. Prior to joining the bank, he worked at BBVA Asset Management and Itaú Bankers Trust. Mr. Moura holds a M.B.A. from the Wharton School at the University of Pennsylvania, USA.
Gabriel Moura – Chief Financial Officer
- Ms. Labbé has held the position of Head of Investor Relations in CorpBanca since 2011 and has more than 20 years of
experience in the financial industry. Prior to joining CorpBanca, she was Head of Financial Institutions at Feller Rate, a former local affiliate of Standard & Poor’s.
Claudia Labbé – Head of Investor Relations
Itaú Unibanco Holding
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Itaú CorpBanca
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Colombia1
Branches and CSBs: 177 Employees: 3.7 Thousand Assets: US$ 10.8 Billion
Peru2
- Rep. Office
Paraguay
Branches and CSBs3 : 37 Employees: 799 Assets: US$ 3.1 Billion
Uruguay (includes OCA)
Branches and CSBs: 24 OCA service sites: 36 Employees: 1.2 Thousand Assets: US$ 4.4 Billion
550 branches 13.7 thousand employees US$ 55 billion in assets
*As of Dec.31, 2015 - excluding Brazil
Chile
Branches and CSBs: 223 Employees: 6.4 Thousand Assets: US$ 33.4 Billion
Argentina
Branches and CSBs: 89 Employees: 1.6 Thousand Assets: US$ 2.5 Billion
- Itaú Unibanco has a US$ 55
billion¹ Market Capitalization, with shares listed in São Paulo, New York and Buenos Aires Stock Markets
- The Bank is present in 19
countries, in the Americas, Europe and Asia, with over 90 thousand employees, 5 thousand branches and 26 thousand ATMs
- More than 60 million clients
1 – As of Apr/15/2016. Calculated based on the closing price of the ADR in the NYSE multiplied by the number of outstanding shares.
Itaú in Latin America*
1 Includes information of the operations of CorpBanca in Panamá; 2 Rep. office in Peru is part of Itaú CorpBanca; 3 CSBs: Client Service Branches (Puestos de Atención) Source: Itaú Unibanco: Financial Statements. CorpBanca: Superintendency of Banks and Financial Institutions (SBIF) and Financial Statements
Itaú Unibanco
Highlights
(as of 31/12/2015) (Itaú + CorpBanca pro forma)
Regional Presence
Itaú CorpBanca
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Latam within Itaú Unibanco
39 104
5% 62% 20% 6% 8% Itaú ARG Itaú Corp CHL Itaú Corp COL Itaú PRY Itaú URY
25 323 18 104
Assets¹ Loans¹
US$ Billion
Breakdown by Country
5% 64% 21% 5% 5% Itaú ARG Itaú Corp CHL Itaú Corp COL Itaú PRY Itaú URY
Itaú Latam w/o CorpBanca Brazil and Other Countries Itaú Latam with CorpBanca
55 323
BEFORE
7% 15%
AFTER
27% 14%
1 – Considering a BRL 3.9048 per 1.00 USD conversion rate, as of Dec/31/2015. Source: Itaú Unibanco: Financial Statements. CorpBanca: Superintendency of Banks and Financial Institutions (SBIF) and Financial Statements as of December 31, 2015.
Total Latam Assets US$ 55 Bn Total Latam Loans US$ 38 Bn
82% 85%
Itaú CorpBanca
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Itaú CorpBanca
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April 14, 2016
Source: Itaú CorpBanca. 1 Includes 802,125,023 shares owned by Saga that are under custody.
Shareholders Structure after Merger
3rd largest Market Cap among Peers
Note: Figures were converted at an exchange rate of Ch$670.80/US$1 (as of April 14, 2016). Source: Santiago Stock Exchange.
10.23 9.33 4.62 4.59 1.42 PEER-A PEER-B ITAUCORP PEER-C PEER-D US$BN
ADRs holders and Foreign investors 14.08% Securities Brokerage 6.74% Santo Domingo Group 1.92% Insurance Companies 1.58% AFPs 0.32% Other minority shareholders 5.33%
ITAÚ CORPBANCA
Total shares: 512,406,760,091(100%)
Itaú Unibanco 33.58% April, 2016
Shareholders - % Total share capital #3
Saieh Family1 33.13% IFC 3.32% Others 29.97%
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Board of Directors
Strong Corporate Governance
Chairman Vice Chairman Jorge Selume Zaror Fernando Aguad Dagach Gustavo Arriagada Morales* Directors Candido Botelho Bracher Boris Buvinic Guerovich Boris Nicolás Abovic Wiegand Héctor Valdés Ruiz* Alternate Directors Camilo Morales Riquelme José Luis Mardones Santander*
(*) Independent Director under Chilean corporate law.
Jorge Andrés Saieh Guzmán Ricardo Villela Marino João Lucas Duchene* Fernando Concha Ureta*
- Itaú Unibanco and CorpGroup appoint the majority of the members of the board of directors
- Pursuant to the Shareholders Agreement, the Directors appointed by Itaú Unibanco and
CorpGroup shall vote together as a single block according to Itaú Unibanco’s recommendation
Itaú CorpBanca
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Senior Management Structure
BOARD OF DIRECTORS Itaú CorpBanca Chief Executive Officer Audit Committee
Milton Maluhy
Wholesale José Francisco Sánchez Retail Victor Orellana Treasury Pedro Silva Marketing & Products Rogério Braga CRO José Valencia CFO Gabriel Moura IT & Operations Luis Rodrigues Legal & Compliance Cristián Canales Human Resources Marcela Jiménez
CorpBanca Colombia CEO Jaime Munita
Comptroller José Manuel Mena
Itaú CorpBanca
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Itaú CorpBanca at a glance
Commercial 68% Mortgage 10% Consumer 22%
4th largest private bank by loans in Chile 5th largest bank by loans in Colombia
1 Pro forma financials do not include merger effects; 2 Gross Loans; 3 Includes US$553 million of capital increase in Banco Itaú Chile; 4 For 2014 Net Income considers US$45 million of pre integration expenses and for 2015 it considers US$50 million of pre-integration expenses and US$30 million of the SBIF fine imposed to CorpBanca. Note: Figures expressed in USD were converted at CLP 710.32/USD (as of December 31, 2015); Source: CorpBanca and Banco Itaú Chile financials.
December 2015
Colombia 24% Consumer 8% Mortgage 20% Commercial 72% Chile 76%
Pro forma Loan Portfolio Breakdown
Dec 31, 14 Dec 31, 15 Total Assets (US$BN) 39.7 41.4 Total Loans2 (US$BN) 28.7 30.5 Total Deposits (US$BN) 23.7 25.1 Equity attributable to shareholders3 (US$BN) 4.0 3.8 Net Income attributable to shareholders4 (US$MN) 439 431 Loan Loss Allowances / Total Loans 2.1% 2.2% Branches 395 395 ATMs 664 668 Headcount 9,895 10,016
Pro forma1 Consolidated Financial and Operating Highlights
Itaú CorpBanca
10 * Pro forma 1 Company management and filings with local regulatory authorities as of 12.31.2015. 2 Pro forma rankings showing private banks only, based on gross loans as reported to the SBIF and SFC, excluding loans from CorpBanca Colombia. Including loans from Colombia, Itaú CorpBanca would have a loan market share of 15.2% in Chile. 3 Based on gross loans as reported to the SFC. Peer-A in Colombia includes aggregate gross loans for different banks of the same group.
Market Share by Loans in Chile 1,2 Market Share by Loans in Colombia 1,3 #5
Regional Platform
18% 18% 15% 12% 7% 7% 6% 5% 10%
Peer-B Peer-A Peer-C ITAÚ-CORPBANCA* CorpBanca Peer-D Peer-E Itaú Others
#4
28% 23% 14% 11% 6% 5% 3% 3% 2% 2% 4%
Peer-A Peer-B Peer-C Peer-D CorpBanca Peer-E Peer-F Peer-G Peer-H Peer-I Others
Itaú CorpBanca
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Business Mix
US$ MN as of December 31, 2015
15.5 Avg Top 3 8.2 15.1 7.5 Total Current interest rates w/ Top 3 mix Top 3 Top 3 interest rate w/ current mix Current 8.2 8.0 6.5 6.5 Itaú CorpBanca
60 54 65 72 25 30 22 20 15 16 13 8
32,518 34,344 22,640 22,130 100% =1 Consumer Mortgage Commercial
- Mix difference explains most of the Yield gap
with the Top 3
Source: SBIF; CorpBanca; Team Analysis. 1 Yearly average gross loans; 2 Loan interests by segments; Note: Exchange rate CLP/710.32/USD (as of December 31, 2015).
Peer-A Peer-B Peer-C
Loans breakdown by segment
8.2 8.2 7.6 7.5
Interest rate2 (%)
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Funding Mix
Funding Breakdown
Source: SBIF; CorpBanca; Team Analysis. Note: Exchange rate CLP/710.32/USD (as of December 31, 2015).
US$ MN as of December 31, 2015
3.4 Avg Top 3 2.6 3.8 3.5 Total
14 18 21 17 21 20 16 21 36 38 38 50 28 24 25 12
Others Debt Issued 42,941 37,925 Checking accounts & Demand Deposits Time Deposits 31,125 27,541 100% = 0.1 0.1 5.7 6.7
3.5 3.1 2.6 2.9
Itaú CorpBanca 1.0 1.2 Current Top 3 interest rate w/ current mix Current interest rate w/ Top 3mix Top 3
- Non-interest bearing liabilities are the main
reason for the gap when compared to the top 3 players Peer-A Peer-B Peer-C
Interest rate (%)
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Note: Figures were converted at an exchange rate of 667.08 CLP/USD (as of March 31, 2016). 1 Companies filings with local regulatory authorities as of March 31, 2016. Company pro forma balance sheet as of 03.31.2016.
Pro forma Financials as of March 31, 2016 (US$ MN)
Banco Itaú Chile 1 CorpBanca 1 PPA & IFRS consolidation effects Pro forma Assets Cash and deposits in banks 1,263 2,395 3,658 Derivative financial instruments 381 1,475
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1,840 Loans Portfolio, net 10,132 21,222
- 31,353
Financial investments 668 3.647
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4,312 Intangible assets 79 1,031 1.340 2,450 Goodwill 508 1.208 1,717 Customer relationship & Core deposits 337 168 505 Others 79 186
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228 Other assets 724 1,809 25 2,559 Total Assets 13,248 31,577 1,346 46,171 Liabilities Deposits 7,193 18,799
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25,978 Demand Deposits 1,476 6,386 7,862 Time Deposits 5,717 12,413
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18,116 Derivative financial instruments 377 1,222
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1,583 Debt issued 2,280 4,770 182 7,232 Deferred income taxes 136 202 25 363 Other liabilities 1,479 4,402
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5,854 Total Liabilities 11,465 29,395 149 41,009 Non controlling interest 462
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425 Total Shareholders’ Equity 1,783 1,721 1,233 4,737 Total Liabilities and Shareholders’ Equity 13,248 31,577 1,346 46,171
Itaú CorpBanca
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Pro forma Capital Levels as of March 31, 2016
Note: Estimated by company management, based pro forma balance sheet as of March 31, 2016. Includes:
- US$552.99MN of capital increase in Banco Itaú Chile (679.70 CLP / USD)
- Corresponding adjustments from merger effects of the business combination based on company pro forma balance sheet.
1 Core Capital = Tier I Capital = Capital Básico, according to SBIF BIS I definitions; 2 Regulatory Capital = Patrimonio efectivo, according to SBIF BIS I definitions * Figures were converted at an exchange rate of 667.08 CLP/USD (as of March 31, 2016).
US$ BN*
CorpBanca BIC Merger effects Regulatory Capital2 Goodwill 4.88 0.43 1.72 Minority Interest 1.78 1.44 1.23 4.74 Core Capital1
- Subord. Bond
1.72
Itaú CorpBanca
15 9.5 11.9 13.4 12.6 12.0 13.0 CorpBanca BIC Peer-B Peer-A Peer-C Itaú CorpBanca (e)
Significant Expected Improvement in Capital Position
- Itaú CorpBanca will have a larger capital base to support further growth
Itaú CorpBanca will target a capital ratio based on the greater of 120% of the minimum regulatory capital requirement or the average regulatory capital ratio of the three largest private banks in Chile and Colombia. After the necessary earnings have been reserved to comply with this requirement, all excess cash earnings will be distributed to its shareholders
* Pro forma estimated by company management, based on March 31, 2016 pro forma balance sheet, which includes: a) CorpBanca Tier I capital1 as of March 31, 2016. b) Banco Itaú Chile (BIC) Tier I capital 1as of March 31, 2016, including US$553MN of capital increase on March 22, 2016 (679.70 CLP / USD). c) Corresponding adjustments from merger effects of the business combination based on pro forma balance sheet. 1 Tier I Capital = Basic Capital, according to SBIF BIS I definitions; 2 BIS ratio = Patrimonio efectivo / RWA , according to SBIF BIS I definitions Note: Figures converted to US dollars at a rate of 710.32 CLP/USD (as of December 31, 2015) and 667.08 CLP/USD (as of March 31, 2016), respectively.
Tier I Capital (Core capital)1 BIS Ratio (%)2
Comparative Capital Levels & ratios and Itaú CorpBanca Pro forma
1.7 1.1 3.9 3.8 2.8 4.7*
CorpBanca BIC Peer-A Peer-B Peer-C Itaú CorpBanca(e)
US$BN
Dec-15 Mar-16 Mar-16 Dec-15 Chilean Banking Ind. Avg: 12.6% a) b) c) 0.6 1.7
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- We estimate these synergies to be fully achieved in 3 years post-merger
- We also expect further funding cost improvements and substantial revenue synergies, which are not included in the
cost synergies below
- We estimate total one-time integration costs of approximately US$85MN to occur during the first 3 years
1 Denotes low-end and high-end fully phased-in pre-tax synergies from year 3 onward. Note: Figures converted to US dollars at a rate of 667.08CLP/USD. Source: Management estimates.
Human Resources
- Relevant synergies related to optimization of
- rganizational structures
US$63MN 1
Administration
- Savings derived from a reduction in administrative expenses
- Reduction of costs from services rendered by mutual service
providers US$17MN 2
Information Technology
- Relevant savings from scalable IT systems
US$18MN 3
Others
- Savings derived from enhanced branch network
US$9MN 4
Indicative Total Fully Phased-in Pre-Tax Synergies Range Description Low-End Pre-Tax Synergies1 High-End Pre-Tax Synergies1
US$52MN US$14MN US$15MN US$8MN US$107MN US$88MN
Updated Synergies
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Transaction in Colombia
Contemplated Structure in Colombia
Itaú CorpBanca
100%
CorpBanca Colombia
- CorpBanca offered to acquire the 33.18%
aggregate minority stakes in CorpBanca Colombia:
‐ CorpBanca and Helm Co. did not reach an agreement on the final terms and conditions of the proposed acquisition ‐ CorpGroup has agreed to sell shares in proposed transaction (12.36% ownership - US$330MN aggregate cash offer1 2 )
- Itaú CorpBanca will acquire Itaú BBA
Colombia at a price equivalent to its book value2 3
CorpGroup Helm Corporation Other Minorities Itaú BBA Colombia
66.28% 12.36% 20.82% 0.54% 1 This amount accrues interest of Libor + 2.7% per year from August 4, 2015 until the closing date 2 Transaction pending on approvals by regulators 3 Book value of Itaú BBA Colombia = COP 319.2 BN as of December 31, 2015 (equivalent to US$102 million at an exchange rate of COP3,135.17/US$1)
Offer to Acquire Minority Stake in CorpBanca Colombia
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- The legal name of the merged entity is “Itaú CorpBanca”, notwithstanding the commercial
brand is going to be “Itaú”
- The merged entity will benefit from stronger balance sheet structure and capital ratios to
support growth
- In following quarters we will deliver
1. Legal Day One and systems integration 2. Filing first combined financial statements on May 10, 2016 with SBIF 3. Brand and branches integration completed by December 2016
- Our ambition is to be among the 3 largest Banks in Chile in terms of total loans
Going Forward…
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Thank You
Itaú CorpBanca
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Cautionary Note
Certain statements in this Presentation may be considered as forward-looking statements. Forward-looking information is often, but not always, identified by the use of words such as "anticipate", "believe", "expect", "plan", "intend", "forecast", "target", "project", "may", "will", "should", "could", "estimate", "predict" or similar words suggesting future outcomes or language suggesting an outlook. These forward-looking statements include, but are not limited to, statements regarding expected benefits and synergies from the recent merger of Banco Itaú Chile with and into CorpBanca, the integration process of both banks, the expected timing of completion of the transaction, anticipated future financial and operating performance and results, including estimates for growth, as well as risks and benefits of changes in the laws of the countries we operate, including the Tax Reform in Chile. These statements are based on the current expectations of Itaú CorpBanca’s management. There are risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. For example, (1) problems that may arise in successfully integrating the businesses of Banco Itaú Chile and CorpBanca, which may result in the combined company not operating as effectively and efficiently as expected; (2) the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies; (3) the credit ratings of the combined company or its subsidiaries may be different from what Itaú CorpBanca or its controlling shareholders expect; (4) the business of Itaú CorpBanca may suffer as a result of uncertainty surrounding the merger; (5) the industry may be subject to future regulatory or legislative actions that could adversely affect Itaú CorpBanca; and (6) Itaú CorpBanca may be adversely affected by other economic, business, and/or competitive factors. Forward-looking statements and information are based on current beliefs as well as assumptions made by and information currently available to Itaú CorpBanca’s management. Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks that predictions, forecasts, projections and other forward-looking statements will not be achieved. We caution readers not to place undue reliance on these statements as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations and anticipations, estimates and intentions expressed in such forward-looking statements. More information on potential factors that could affect Itaú CorpBanca’s financial results is included from time to time in the “Risk Factors” section of Itaú CorpBanca’s (formerly CorpBanca) Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC. Furthermore, any forward-looking statement contained in this Presentation speaks only as of the date hereof and Itaú CorpBanca does not undertake any
- bligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or
- therwise. The forward-looking statements contained in this Presentation are expressly qualified by this cautionary statement.