Documentos de Académico
Documentos de Profesional
Documentos de Cultura
So Paulo, SP
November/2015
Public1
OPERATIONAL PERFORMANCE
Notable global exchange
FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders
3Q15 RESULTS
APPENDIX
3
Exchange sector
Safety and market integrity as priorities
Capital and derivatives markets in Brazil
Main participants
Listed companies
Investors institutional, foreign and
individual (retail)
1967:
Bovespas
Mutualization
1986:
Start of
BM&F
activities
Aug 2007:
Bovespa Hld
demutualization
Oct 2007:
Bovespa Hld
IPO (BOVH3)
Nov 2007:
BM&F IPO
(BMEF3)
May 2008:
Merger between BM&F and Bovespa
Hld and creation of BM&FBOVESPA
(BVMF3)
to the market
EQUITY
Post-trading Platform:
Central counterparty (CCP)
CASH
INTEREST
FX
OPTIONS
FUTURE
POST-TRADE
SWAP
COMMODITIES
Securities lending
FORWARD
CREDIT
USA
TRADING
DTCC
Brokers A and B
Brokers A and B
Broker
A
Broker
B
POST-TRADING
CCP
SSS
CSD
Investors
Investors
Investors
Investors
Corporate governance
Reference in corporate governance practices
Solid Governance Practices
7% 7%
6%
5%
5%
2%
Oppenheimer Funds
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
2013-15 Board of Directors Composition
Age
Years
in the
Board
62
67
Board Member
Antnio Quintela
Former CEO of CS Brasil and Americas; Portfolio Manager
49
44
51
69
Andr Esteves
CEO of BTG Pactual
Board
Audit
Nomination
and CG
Comp.
Risk
Brokerage
Industry
11
Independent Board
47
Independent Non-Board
51
57
13
13
10
48
90%
85%
100%
100%
83%
93%
Charles P. Carey
Former Chairman of CBOT; CME Group Board Member
59
Independent
members
# Members
# of meetings (2014)
Average attendance (2014)
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
HR, Marketing
and Education
Sustainability
and Press
Board of
Directors
Internal Audit
CEO
Edemir Pinto
Corporate
Risk
CFO
Daniel Sonder
COO
Ccero Vieira
CIO
Luis Furtado
CPO
Eduardo Guardia
Financial, Legal,
IR and Issuer
Regulation
Trading, Risk
Management,
Clearing,
Settlement,
Depository,
BVMF Bank and
Market
Participants
Relationship
Products and
Business
Development,
Comercial
Relations (issuers
and investors)
and International
Offices
4 MDs
6 MDs
6 MDs
5 MDs
Advisory Committees
Market Advisory
Chambers
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.
10
11
OPERATIONAL PERFORMANCE
Notable global exchange
FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders
3Q15 RESULTS
APPENDIX
12
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
14
OPERATIONAL PERFORMANCE
Notable global exchange
FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders
3Q15 RESULTS
APPENDIX
15
BM&FBOVESPA is investing
more than R$ 1.6 billion (2010 2016) to build state-of-the-art
IT, Risk and Operating
infrastructure
NEW
DATA CENTER
Source: BM&FBOVESPA.
17
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
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
Liquidity management
improvement
More efficient
allocation of capital by
investors
Operational and
technological risk
reduction
18
What we did
The achievements
What is next
Settlement of securities
(restrictions, failures, integration
with securities lending system)
Covered options and forward
transactions
Corporate actions treatment
Settlement window unification
19
In one year...
99.9% availability
Source: BM&FBOVESPA.
20
FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders
3Q15 RESULTS
APPENDIX
21
22
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
OPERATIONAL PERFORMANCE
Notable global exchange
FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders
3Q15 RESULTS
APPENDIX
24
Bovespa Segment
Operational highlights
AVERAGE DAILY TRADING VALUE ADTV (BRL billion)
1.98 2.03
64.2%70.0%
66.6%
63.2%
63.8%
56.4%
1.83
1.31
0.72
0.94
30.8%
37.6%
73.4% 72.8%
38.7% 42.3%
29.4%
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Updated to Oct 31, 2015. Ratio of cash market trading volume to the market cap of the exchange.
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
25
BM&F Segment
Operational highlights
AVERAGE DAILY TRADED VOLUME ADV (thousands of contracts)
F-15
M-15
A-15
M-15
J-15
J-15
A-15
S-15
O-15
2007
1.165
1.222
1.172
1.018
1.132
1.032
1.010
1.207
1.136
1.212
FX rates
3.007
3.048
3.158
3.569
3.442
3.705
3.554
3.686
3.932
4.436
Stock Indices
1.842
2.422
1.994
2.302
1.920
2.420
1.823
2.209
1.833
2.213
1.557
1.645
1.797
1.911
1.747
1.770
1.633
1.768
2.154
2.268
Commodities
2.342
2.260
3.020
2.356
2.370
2.300
2.245
2.321
2.811
3.162
Mini contracts
0.128
0.150
0.164
0.177
0.173
0.229
0.226
0.235
0.233
0.274
OTC
2.286
1.967
3.077
3.928
4.545
1.768
2.465
0.817
1.169
14.879
Total RPC
1.417
1.524
1.493
1.436
1.474
1.436
1.341
1.482
1.476
1.671
2008
2009
2010
2011
2012
2013
2014
2015
N-14
D-14
26
27
OPERATIONAL PERFORMANCE
Notable global exchange
FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders
3Q15 RESULTS
APPENDIX
28
Income Statement
History of income statement results (consolidated)
(in BRL thousand)
2009
2010
2011
2012
2013
2014
Net revenue
1,510,569
1,898,742
1,904,684
2,064,750
2,126,638
2,030,433
Expenses
(569,832)
(633,504)
(816,664)
(763,080)
(790,814)
(804,070)
(446,677)
(543,881)
(584,521)
(563,487)
(575,763)
(592,349)
940,737
1,265,238
1,088,020
1,301,670
1,335,824
1,226,363
Operating margin
62.3%
66.6%
57.1%
63.0%
62.8%
60.4%
38,238
219,461
149,270
171,365
212,160
245,837
289,039
280,729
208,851
180,695
208,157
1,186,574
1,592,515
1,588,210
1,659,791
1,687,884
1,646,680
(304,505)
(448,029)
(539,681)
(585,535)
(606,588)
(660,959)
881,050
1,144,561
1,047,999
1,074,290
1,080,947
977,053
1,223,761
1,586,374
1,545,627
1,612,136
1,609,769
1,478,653
0.6104
0.7929
0.7932
0.8351
0.8389
0.8048
Adjusted expenses
Operating income
Financial result
Net income
Adjusted net income
Adjusted EPS (BRL)
Attributable to shareholders of BM&FBOVESPA.
29
INVESTMENTS BUDGET:
The CAPEX program initiated in 2010 renewed the Company's IT,
operations and service platform
(in BRL million)
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. IPCA for
2014 released by IBGE IPCA for 2015 based on market expectations released by the Central Bank in Sep. 11, 2015; 4 Considers the mid-point of 2015 budget and high point 2014 budget
30
Expenses Breakdown
Pursuit of greater efficiency and controlling expenses
1.8%
Third party
services
-12.8%
-19.5%
Marketing
-23.8%
-29.6%
-20.6%
-26.7%
Total
Personnel
Data
processing
10.2%
Real Change
48.5%
12.5%
Data
processing
-4.3%
Nominal
Change
19.7%
-14.3%
1,8%
Third party
services
Total
Personnel
2.8%
(in R$ millions)
-17.3%
-40.8%
Marketing
Real Change
-73.3%
-80.9%
Communicat.
Nominal
Change
Communicat.
-48.2%
-62.9%
(in R$ millions)
Includes personnel expenses and capitalization and excludes stock option and bonus expenses, Calculated based on the annual wage increase between 2010 and
2014 for personnel expenditure and the IPCA of services accumulated from Jan 2011 to Dec 2014 for the other lines of expenses
31
Allocation of Results
Return of surplus capital to shareholders
Share Buyback
About 15% of free float
repurchased in 7-year
period (2H08-1H15)
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.
Data from Dec 2014 and excludes third party resources (investors collateral, resources deposited in the BM&FBOVESPA Bank and others).
32
OPERATIONAL PERFORMANCE
Notable global exchange
FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders
3Q15 RESULTS
APPENDIX
33
Operating highlights
Non-recurring impacts
related to CME Group
BM&F segment
Adjusted to (i) depreciation and amortization; (ii) stock grant plan costs principal and payroll taxes and stock option plan; (iii) tax on dividends from CME Group; and (iv) transfer of fines and provisions.
Adjusted to (i) deferred taxes related to the goodwill; (ii) stock grant plan costs principal and payroll taxes , net of tax deductibility, and stock option plan; (iii) investment in CME Group under the equity
method of accounting, net of taxes related to dividends; (iv) taxes paid overseas to be compensated; (v) tax credits from IoC; (vi) non-recurring impact from the partial divestment in CME Group; and (vii) nonrecurring impact from the discontinuity of the equity method of accounting. Excludes the net impacts of the partial divestment in CME Group and of the discontinuity of the equity method of accounting.
34
Products/markets development
and revenue diversification
Clearing BM&FBOVESPA
USD-linked revenues
represented 26% of the total
Total
Revenues
R$662.9 MM
1 The
revenue breakdown considers the revenue lines others of the Bovespa segment and foreign exchange and securities of the BM&F segment, as reported in the financial
statements note 20 within the other revenues not tied to volumes. Trading and post-trading.
36
Derivatives Market
Higher volumes and FX depreciation pushed revenues up
REVENUE (in R$ millions)
3Q14
3Q15
YoY
1.51
1.79
19.0%
FX rates
0.48
0.47
-2.1%
0.22
0.32
46.0%
Commodities
0.01
0.01
-13.6%
Mini contracts
0.32
0.60
88.5%
Stock indices
0.12
0.10
-15.8%
OTC
0.02
0.03
77.5%
TOTAL
2.67
3.32
24.3%
Mix effect (higher participation of Interest rates in BRL and Mini contracts)
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$5.8
million in the 3Q15. Most of the fees charged on FX, Interest rates in USD and Commodities are referred in USD. The average BRL/USD rate decreased 33.9% from 3Q14 to 3Q15.
37
Equities Market
Revenues impacted by lower market capitalization of listed companies
ADTV (in R$ millions)
Markets
Cash Equities
Equities Derivatives
TOTAL
3Q14
3Q15
YoY
6,890.0
6,293.4
-8.7%
398.3
246.2
-38.2%
7,288.3
6,539.6
-10.3%
3Q14
3Q15
3Q15/3Q14
5.501
5.247
-0.25 bps
Cash Market
5.061
4.939
-0.12 bps
Derivatives
13.115
13.110
-0.01 bps
Options Market
13.145
13.157
0.01 bps
Forward Market
12.999
12.999
0.00 bps
5.502
5.246
-0.26 bps
TOTAL
Revenue does not considers the revenue line others of the Bovespa segment, as reported in the financial statements note 20, which totaled R$2.1 million in the 3Q15. Excludes
fixed income line.
38
+33.1%
Y-o-Y
39
Adjusted
personnel
(+4.2%): grew
less than
annual wage
adjustment
Data
processing
(+7.5%): higher
maintenance
expenses
connected to
the derivatives
phase of the
new integrated
BM&FBOVESPA
Clearinghouse
Third party
services
(+47.3%):
professional
services
related to
projects
Commun.
(-66.4%):
reduction of
mailing
expenses of
custody
statements
Marketing
(+61.4%):
expenses
connected to
Financial
Markets
Conference
Others4
(+36.1%):
write-off of
R$6.4 MM,
provisions and
energy costs
3Q15
87.0 (53%)
30.4 (19%)
12.6 (8%)
1.0 (1%)
4.7 (3%)
27.9 (17%)
3Q14
83.5 (57%)
28.3 (19%)
8.6 (6%)
3.1 (2%)
2.9 (2%)
20.5 (14%)
Expenses adjusted to Companys (i) depreciation and amortization; (ii) costs from stock grant plan principal and payroll taxes and stock option plan; (iii) tax on dividends from the CME
40
Group; and (iv) transfer of fines and provisions. IPCA last 12 months until Sep15 (Source IBGE). Excluding the impact of stock grant/option expenses. 4Include expenses with
maintenance, board and committee members compensation and others.
Balance sheet
Liabilities
Financial investment:
R$1,201.3 MM
Tax provision:
R$249.8 MM
Source: Bloomberg e BM&FBOVESPA. 09/08/15 (before sale), 09/09/15 (after sale), End of each
year and Jun/15.
41
3 Financial Income
Balance sheet
Assets
Current assets
2 Financial investments
Non-current assets
Investments
1
Interest in associate
Shareholders equity
Revenue reserves
Retained earnings
Discontinuity of the equity method of accounting starting from September 14, 2015.
3Q15
3Q14
Var.
2,012.5
238.4
744.2%
(1,145.0)
(474.2)
393.3
238.4
65.0%
12.8
7.3
74.5%
137.5
138.6
-0.8%
(37.6)
(43.7)
-13.9%
16.7
(49.0)
457.0
357.4
27.9%
43
Financial Highlights
Solid and liquid financial profile
CASH AND FINANCIAL INVESTMENTS (in R$ millions)
3Q15
8,165
2Q15
4,033
1Q15
4,355
4Q14
3,856
3Q14
3,841
Third party
Total Restricted
Available
Includes earnings and rights on securities in custody. Includes BM&FBOVESPA Bank clients deposits. For 3Q15, does not include investment in CME Group
(R$5,004.3 million) and in Bolsa de Comercio de Santiago (R$50.4 million), booked as a financial investment.
44
Financial Highlights
Investments and returning cash to shareholders
PAYOUT
R$314.6 MM in Interest on Capital (80% of the IFRS net
income ex-CME in 3Q15)
Payment on Dec 04, 2015
CAPEX
R$47.5 MM in 3Q15 and R$166.5 MM in 9M15
Capex budget ranges reaffirmed:
2015: R$200 R$230 MM
2016: R$165 R$195 MM
45
Financial Statements
Summary of balance sheet (consolidated)
ASSETS
Current assets
09/30/2015 12/31/2014
(in R$ millions)
Current liabilities
11,720.9
2,785.2
3,022.6
500.5
Financial investments
8,360.7
1,962.2
337.6
322.5
19,278.6
22,478.2
1,977.0
1,522.5
1,836.3
1,392.8
Others
140.7
129.8
Investments
31.0
3,761.3
454.9
421.2
16,815.7
16,773.2
Goodwill
16,064,3
Total Assets
30,999.5
Others
Non-current assets
Long-term receivables
Financial investments
09/30/2015 12/31/2014
4,949.1
1,891.8
4,063.7
1,321.9
885.4
569.9
Non-current liabilities
6,428.1
4,383.2
2,425.5
1,619.1
3,793.5
2,584.5
209.2
179.6
19,622.3
18,988.4
2,540.2
2,540.2
14,289.8
15,220.4
2,782.4
1,218.9
9.9
8.9
30,999.5
25,263.5
46
Financial Statements
Net income and adjusted expenses reconciliations
ADJUSTED NET INCOME RECONCILIATION (in R$ millions)
3Q15
IRFS net income*
Stock Grant/Option (recurring net of tax)
Deferred tax liabilities
Equity in income of investees (net of taxes)
Recoverable taxes paid overseas
IoC Adjustments
Discontinuity of the equity method (net of taxes)
Results from the selling of the CME Group (net of taxes)
Adjusted net income
2,012.5
12.8
137.5
(37.6)
(49.0)
(1,145.0)
(474.2)
457.0
3Q14
238.4
7.3
138.6
(43.7)
16.7
357.4
Change
3Q15/3Q14
744.2%
74.5%
-0.8%
-13.9%
27.9%
2Q15
318.0
12.7
137.5
(31.4)
436.8
Change
9M15
3Q15/2Q15
532.9% 2,610.0
1.1%
37.6
0.0%
412.6
19.8%
(106.8)
(49.0)
- (1,145.0)
(474.2)
4.6% 1,285.1
9M14
744.6
21.8
415.9
(128.1)
51.2
1,105.4
Change
9M15/9M14
250.5%
72.6%
-0.8%
-16.6%
16.3%
217.8
(26.1)
(19.4)
(8.7)
163.6
3Q14
192.0
(29.5)
(7.3)
(5.8)
(4.3)
1.7
146.8
Change
3Q15/3Q14
13.4%
-11.3%
164.4%
103.4%
11.4%
2Q15
198.0
(28.1)
(22.1)
(6.1)
141.7
Change
3Q15/2Q15
10.0%
-7.0%
-12.2%
42.2%
15.5%
9M15
637.3
(84.8)
(84.9)
(23.6)
443.9
9M14
553.7
(87.0)
(21.8)
(16.6)
(15.1)
4.3
417.4
Change
9M15/9M14
15.1%
-2.5%
289.5%
56.0%
6.3%
47
Financial Statements
Summary of income statement (consolidated)
SUMMARY OF INCOME STATEMENT (in R$ millions)
Change
Change
2Q15
3Q15/3Q14
3Q15/2Q15
9M15
9M14
Change
9M15/9M14
7.9%
1,673.4
1,497.0
11.8%
(198.0)
10.0%
(637.3)
(553.7)
15.1%
7.9%
356.6
6.7%
1,036.1
943.3
9.8%
64.7%
-114 bps
64.3%
-70 bps
61.9%
63.0%
-109 bps
49.0
49.5
-0.9%
40.3
21.5%
136.2
144.7
-5.8%
Financial result
86.0
47.0
82.9%
71.4
20.6%
219.0
154.1
42.1%
393.3
238.4
65.0%
318.0
23.7%
990.8
744.6
33.1%
457.0
357.4
27.9%
436.8
4.6%
1,285.1
1,105.4
16.3%
0.256
0.195
30.9%
0.243
5.1%
0.717
0.601
19.4%
Adjusted expenses
(163.6)
(146.8)
11.4%
(141.7)
15.5%
(443.9)
(417.4)
6.3%
3Q15
3Q14
Net revenues
598.3
544.5
9.9%
554.6
Expenses
(217.8)
(192.0)
13.4%
Operating income
380.5
352.5
63.6%
Operating margin
*Excludes the net gain from the partial divestment in CME Group and the net impact from the discontinuity of the equity method of accounting
for the remaining investment in CME Group.
48
OPERATIONAL PERFORMANCE
Notable global exchange
FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders
3Q15 RESULTS
APPENDIX
49
Bovespa Segment
Raising Capital
PUBLIC OFFERINGS (BRL billion)
Excludes the portion acquired by the Brazilian government in the Petrobras offering, via the transfer of rights in barrels (BRL 74.8 billion).
50
End of CPMF
(Financial
Transaction Tax)
Sarbanes-Oxley Act
(Jul. 2002)
Sep15
23.4%
32.5%
9.1%
29.1%
38.4%
67.5%
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
1
7
9
26
64
4
6
11
11
3
10
1
1
14
5
8
8
10
16
12
8
18
11
11
9
7
1
1
14
6
8
15
19
42
76
12
24
22
22
12
17
2
2
-
Total
154
139
293
5
51
Bovespa Segment
Foreign investment flow
MONTHLY NET FLOW OF FOREGIN INVESTMENTS (in BRL billons)
Includes public offering (primary market) and regular trades (secondary market).
52
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
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
...
3. POTENTIAL P&L
CALCULATION
T+0
T+N
54
Contato
www.bmfbovespa.com.br