Professional Documents
Culture Documents
QUARTERLY
FINANCIAL
REPORT
Three-month period ended
March 31, 2016
M A N A G E M E N TS D I S C U S S I O N A N D A N A L I S Y S 1Q16
Dear Shareholders,
We are pleased to present to you this discussion and analysis of the financial condition and results of operations
of BM&FBOVESPA S.A. (BM&FBOVESPA or Company) for the quarter ended March 31, 2016 (1Q16).
OPERATING PERFORMANCE
Financial and Commodity Derivatives (BM&F Segment)
The average daily volume (ADV) traded on the BM&F Segment reached 3.1 million contracts in 1Q16, up by 13.6% over the same
period of the previous year (1Q15), mainly due to an 82.7% increase in the volume traded in Mini contracts.
The growth in volume of Mini contracts group, that includes the Mini contracts of Stock Indices (60.6%) and FX Rates (39.4%), is
specially observed in the second group, which was 290.0% higher than in 1Q15. The main reasons for the good performance of
this group of contracts were the entry of high-frequency traders and a higher participation of individual investors.
Interest Rate in BRL contracts grew by 6.9%, and continued to be the most traded contract in the segment, with 47.4% of the total.
On the other hand, FX Rates and Interest Rates in USD contracts fell by 14.6% and 8.2%, respectively, affecting the total ADV.
Average Daily Volume (thousands of contracts)
Contracts
Interest Rates in BRL
FX Rates
Stock Indices
Interest Rates in USD
Commodities
Mini Contracts
TOTAL
1Q16
1Q15
1,455.6
435.5
105.6
271.6
6.6
799.0
3,073.9
1,361.1
510.0
95.3
295.8
7.3
437.2
2,706.8
1Q16/1Q15
(%)
6.9%
-14.6%
10.8%
-8.2%
-9.4%
82.7%
13.6%
4Q15
1,036.3
405.4
108.6
285.8
5.2
600.1
2,441.3
1Q16/4Q15
(%)
40.5%
7.4%
-2.7%
-5.0%
28.3%
33.1%
25.9%
Average revenue per contract (RPC) grew by 1.5% in comparison with 1Q15. The rise in RPC of FX Rates, Interest Rates in USD and
Mini FX Rates contracts, which are denominated in US Dollar1, was partially offset by the combination of: (i) higher participation
of Mini contracts (to 26% of the total in 1Q16 from 16.2% in 1Q15) that have a lower RPC than the average; and (ii) a 3.8% fall in
average RPC of Interest Rates in BRL contracts, due to higher growth in short term contracts than in long term.
Revenue per Contract (R$)
Contracts
Interest Rates in BRL
FX Rates
Stock Indices
Interest Rates in USD
Commodities
Mini Contracts
OVERALL AVERAGE
1Q16
1.140
4.415
1.847
2.156
2.396
0.270
1.495
1Q15
1.185
3.121
2.120
1.678
2.551
0.149
1.473
1Q16/1Q15
(%)
-3.8%
41.5%
-12.9%
28.5%
-6.1%
81.4%
1.5%
4Q15
1.329
4.425
2.135
1.996
3.024
0.274
1.701
1Q16/4Q15
(%)
-14.2%
-0.2%
-13.5%
8.0%
-20.8%
-1.4%
-12.1%
With regard to the participation of different groups of investors in this segment, the institutional showed an increase of 7.2% in
the average volume of traded contracts over 1Q15 and represented 29.7% of the total volume in 1Q16. The volume traded by
Individual investors grew by 51.8% in the same period, increasing their share to 10.4% in 1Q16 from 6.9% in 1Q15. On the other
hand, the volume traded by non-resident investors fell by 1%, although they continued to be the biggest presence, with a share
of 39.3% of the total in 1Q16.
A 45.5% depreciation of the Brazilian real against the U.S. dollar. Takes into account the average variation of the closing PTAX rate at the end
of Dec14, Jan15 and Feb15 (base for 1Q15) and Dec15, Jan16 and Feb16 (base for 1Q16)
M A N A G E M E N TS D I S C U S S I O N A N D A N A L I S Y S 1Q16
Distribution of Average Daily Volume Traded by Investor Category (%)
1Q16
1Q15
6,954.5
6,646.4
308.0
251.4
56.6
2.3
6,956.8
6,648.8
6,429.5
219.3
155.3
64.0
0.8
6,649.6
1Q16/1Q15
(%)
4.6%
3.4%
40.5%
61.9%
-11.5%
196.9%
4.6%
4Q15
6,862.4
6,631.3
231.1
167.2
63.8
2.6
6,865.0
1Q16/4Q15
(%)
1.3%
0.2%
33.3%
50.3%
-11.3%
-10.9%
1.3%
The growth in the ADTV of the cash equity market reflects the higher level of market activity, as measured by the turnover
velocity2, which reached 85.8% in 1Q16 versus 71.8% in 1Q15. This increase was especially notable in March, when the turnover
velocity was 104.3%. Average market capitalization3, in turn, was down by 13.9% and totaled R$1.9 trillion in 1Q16.
Average Market Capitalization (R$ trillion) and Turnover Velocity (%)
Trading margins in this segment remained stable, at 5.292 basis points in 1Q15 compared to 5.264 basis points in 1Q16.
With regard to the trading volume by investor group, non-resident continued to be the most representative, accounting for 53.7%
of the total volume of the segment, with a 6.5% increase over 1Q15. Local institutional investors, the second largest group, saw
their share fall to 25.5% from 26.6%of the total.
2 Turnover velocity is the result of dividing the annualized value traded on the cash market during the period, by the average market capitalization
M A N A G E M E N TS D I S C U S S I O N A N D A N A L I S Y S 1Q16
The 1Q16 was also notable for the increase of foreign investment in the equity market. This trend was seen exclusively in the
secondary market, since there were no public share offers during the quarter.
Net flow of foreign investments into the equities markets (R$ billions)
M A N A G E M E N TS D I S C U S S I O N A N D A N A L I S Y S 1Q16
Revenues (R$ millions)
Trading and post-trading revenues in BM&F and Bovespa segments accounted for 78.7% of total revenues in 1Q16, at R$494.0
million, 6.8% higher than in 1Q15.
Revenues from trading, clearing and settlement - BM&F Segment: totaled R$277.7 million (44.4% of the total), an increase of
10.7% over 1Q15, as a result of an increase in the average daily volume during the period.
Revenues from trading, clearing and settlement - Bovespa Segment: amounted to R$224.1 million (35.8% of the total), 2.8%
higher than in 1Q15. Revenues linked to volumes traded (trading and post-trading) totaled R$219.7 million, an increase of
2.4%.
Other revenues: volumes not tied to volumes amounted to R$123.5 million (19.8% of the total) in 1Q16, a rise of 14.1% over
the same period of the previous year. The main highlights were:
Securities lending: totaled R$23.2 million (3.7% of the total), up by 4.3% compared to 1Q15, explained by changes on the
commercial policy to lenders investors, that came into force in January 19, 2015 and did not affected the whole 1Q15.
Depository, custody and back-office: amounted to R$36.5 million (5.8% of the total), 16.4% up over 1Q15, principally due
to the new commercial policy which came into effect in April 2015.
Market data: reached R$27.3 million (4.4% of the total), an increase of 43.8% over 1Q15, mainly explained by: (i) the
depreciation of the Real against the US Dollar, since 65.1% of these revenues were denominated in US currency; and (ii)
the new commercial policy which was implemented in July 2015.
Net revenue: net revenue were up by 8.3% against 1Q15, at R$563.5 million in 1Q16.
Expenses
Expenses totaled R$202.0 million in 1Q16, down by 8.8% against 1Q15, due mainly to non-recurring expenses related to personnel
and payroll related charges.
Expenses (R$ millions)
M A N A G E M E N TS D I S C U S S I O N A N D A N A L I S Y S 1Q16
Personnel and payroll related charges: totaled R$106.3 million in 1Q16, down by 16.2% compared to the same period of the
previous year, reflecting a combination of: (i) higher personnel expenses capitalized in projects in 1Q16, mainly in the
development phase of the Clearinghouses integration, which was R$4 million more than in 1Q15; (ii) non-recurring expenses
of R$25.0 million in 1Q15, due to the migration of the Companys stock options plan to a stock grant plan; and (iii) R$6.8 million
for provisions in 1Q15.
Data processing: totaled R$35.9 million, 24.3% higher than in 1Q15, due mainly to (i) higher maintenance costs related to the
new Data Center; (ii) an increase in expenses with hiring service providers to support activities; and (iii) adjustments of IT
maintenance contracts which were affected by the appreciation of the US Dollar against the Real and by inflation.
Depreciation and amortization: amounted to R$23.8 million in 1Q16, a decrease of 22.2% over the 1Q15, due to (i) the
completion of depreciation and amortization of equipment and systems, (ii) increase in the amount of depreciation and
amortization of hardware and software absorbed as part of the project development cost, notably the equities phase of the
BM&FBOVESPA Clearinghouse; and (iii) an increase in the useful life of IT equipment.
Others: totaled R$16.4 million, down by 6.6% year-on-year, due to lower provisions.
Financial Result
Financial Results: financial results reached R$160.5 million in 1Q16, 160.7% above the previous years first quarter. The 111.1%
increase in financial income, to R$229.5 million in 1Q16, was mainly explained by: (i) higher average interest rates over a higher
average financial investments balance, which includes the proceeds from the sale of 20% of the shares held in CME Group in
Sep15; (ii) R$32.2 million related to dividends received from the CME Group, which started to be accounted as financial income
after the discontinuity of the equity method in 3Q15; and (iii) the positive impact of R$34.1 million, with no cash impact, related
to changes in the BRL versus USD exchange rate between March 29 and 31, 2016, on the 2020 Notes (see details below). On the
other hand, financial expenses were 46.3% higher in the period, mainly due to the Brazilian Reals depreciation against the US
Dollar, which affected the interest on the 2020 Notes.
Net Income
Net income (attributed to the shareholders) of R$339.3 million, 21.4% higher in comparison with 1Q15.
M A N A G E M E N TS D I S C U S S I O N A N D A N A L I S Y S 1Q16
MAIN ITEMS OF THE CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2016
Asset, Liability and Shareholders Equity Accounts
The financial profile of BM&FBOVESPA at the end of the 1Q16 remained solid, with total assets of R$26,706.5 million, up by 1.5%
compared to the end of 2015, and shareholders equity of R$18.701,2 million, up 1.9% over December 2015.
Current assets reached R$9,070.3 million, 4.6% higher compared to December 2015, due, mainly, to the 5.8% increase on cash
and cash equivalents and financial investment. The 82.5% decrease on other receivables, to R$27.7 million in 1Q16 from R$158.0
million in the previous year, is mainly explained by R$148.0 million dividends declared in Dec15 by CME Group and paid on Jan16.
Intangible assets totaled R$15,211.7 million and consist primarily of goodwill on the expected future profitability generated in the
acquisition of Bovespa Holding. In view of the political and economic scenario in Brazil, significant economic and risk indicators in
Brazil have presented high volatility for the last months. Upon reviewing key external and internal indicators for the first quarter
of 2016, to determine the recoverable amount of goodwill, management took into consideration the expectation that the political
and economic environment will stabilize in the short /medium term and the possible effects of this stabilization in the indicators,
especially Brazil risk and interest rate and, based on this scenario, there is no need to adjust the value of goodwill for March 31,
2016.
Current liabilities reached R$3,107.9 million, 48.2 increase over December 2015, representing 11.6% of total liabilities and
shareholders equity. The main changes were in the lines of: (i) deferred income tax and social contribution, due to a
reclassification, to this line, of provisions for tax on potential gains on the sale of the investment in CME Group in April 7, 2016;
and (ii) other liabilities, mainly on demand deposits held at BM&FBOVESPA Settlement Bank by its customers and the balance of
repurchase transaction agreed by the Bank.
Total non-current liabilities, in turn, totaled R$4,844.2 million, a decrease of 17.3% compared to December 2015, representing
18.1% of total liabilities and shareholders equity. The most significant variations occurred in the lines: (i) debt issued abroad,
which was affected by the appreciation of the Brazilian Real against the US Dollar; and (ii) deferred income tax and social
contribution, which was affected by the recognition of deferred tax on the amortization of goodwill, and reclassification of
provisions for tax on potential gains on the sale of the investment in CME Group, mentioned above.
Shareholders equity totaled R$18,701.2 million in March 2016 and primarily consists by the capital reserve of R$14,265.3 million
and capital stock of R$2,540.2 million.
Distribution of Earnings
On May 12, 2016, the Board of Directors approved the payment of interest on capital amounting to R$169.7 million, payable on
June 6, 2016 based on the register of shareholders on May 23, 2016.
OTHER HIGHLIGHTS
Central Counterparty Risk - Risk Management
Collateral for transactions carried out in BM&FBOVESPA markets includes deposits of margins in cash, government bonds and
corporate debt securities, bank letters and stocks. As of March 31, 2016, collateral deposited amounted to R$313.7 billion, an
increase of 2.8% over December 2015. The volume of collateral deposited increased mainly in the equities and private fixed income
clearinghouse, due to the higher volume of stock options traded on the Bovespa Segment.
M A N A G E M E N TS D I S C U S S I O N A N D A N A L I S Y S 1Q16
Collateral Deposited in the Clearinghouses (R$ million)
Clearing houses
Equities, corporate debt securities
Derivatives
Forex
Bonds
Total
Central counterparty operations are executed by the BM&FBOVESPA risk department and are under the responsibility of the Risk
and Financial Committee of the Board of Directors.
M A N A G E M E N TS D I S C U S S I O N A N D A N A L I S Y S 1Q16
EXTERNAL AUDIT
The Company and its subsidiaries have retained Ernst & Young Auditores Independentes S.S. to audit their financial statements.
The Companys policy for engaging external audit services is based on internationally accepted principles, which preserve the
independence of work of this nature and include the following practices: (i) the auditor may not perform executive or management
functions in the Company or its subsidiaries; (ii) the auditor may not perform operational activities in the Company or its
subsidiaries that might compromise the efficacy of the audit work; and (iii) the auditor must remain impartial avoiding any
conflicts of interest or loss of independence and must be objective in his opinions and pronouncements on the financial
statements.
In 1Q16, no services were provided by the independent auditors or related parties other than those involving external auditing.
A free translation from Portuguese into English of Independent Auditors Review Report on individual and
consolidated quarterly information prepared in Brazilian currency in accordance with accounting practices adopted
in Brazil and in accordance with International Financial Reporting Standards (IFRS), issued by the International
Accounting Standards Board (IASB).
We have also reviewed the individual and consolidated Statements of Value Added (SVA) for
the three-month period ended March 31, 2016, prepared under the responsibility of
Management, the presentation of which in the interim financial information is required by the
rules issued by the Brazilian Securities and Exchange Commission (CVM) applicable to the
preparation of Quarterly Information (ITR), and as supplementary information under the IFRS,
whereby no SVA presentation is required. This statement has been subject to the same
review procedures previously described and, based on our review, nothing has come to our
attention that causes us to believe that it was not prepared, in all material respects,
consistently with the overall interim financial information.
Eduardo Wellichen
Accountant CRC- 1SP184050/O-6
A free translation from Portuguese into English of individual and consolidated quarterly information prepared
in Brazilian currency in accordance with the accounting practices adopted in Brazil and in accordance with
International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board
(IASB)
Note
Assets
Current assets
Cash and cash equivalents
Financial investments and marketable
securities
Derivative financial instruments
Accounts receivable
Other receivables
Taxes recoverable and prepaid
Prepaid expenses
Consolidated
03/31/2016
12/31/2015
8,746,193
443,896
8,614,990
451,081
9,070,336
455,763
8,673,786
440,845
7,967,316
8,462
73,825
7,048
221,291
24,355
7,728,007
74,273
160,378
175,007
26,244
8,257,658
8,462
74,715
27,687
221,309
24,742
7,798,529
75,129
157,974
175,011
26,298
17,405,979
17,296,676
17,636,205
17,635,109
1,589,203
1,512,136
1,934,169
1,961,426
1,441,622
145,395
2,186
1,368,977
140,119
3,040
1,783,927
145,856
2,200
2,186
1,815,620
140,567
2,200
3,039
7(a)
7(b)
147,847
147,847
-
144,462
144,462
-
30,255
30,255
30,635
30,635
457,182
450,124
460,034
453,094
Intangible assets
Goodwill
Software and projects
15,211,747
14,401,628
810,119
15,189,954
14,401,628
788,326
15,211,747
14,401,628
810,119
15,189,954
14,401,628
788,326
26,152,172
25,911,666
26,706,541
26,308,895
4(a)
4(b)
4(c)
5
6
19(d)
Noncurrent assets
Long-term receivables
Financial investments and
marketable securities
Judicial deposits
Other receivables
Prepaid expenses
Investments
Investments in subsidiaries
Investment properties
Total assets
BM&FBOVESPA
03/31/2016
12/31/2015
4(b)
14(g)
6
Note
Liabilities and equity
Current liabilities
Collateral for transactions
Earnings and rights on securities in
custody
Suppliers
Salaries and social charges
Provision for taxes and contributions
payable
Income tax and social contribution
Deferred income tax and social
contribution
Interest payable on debt issued abroad
Other liabilities
Equity
Capital and reserves attributable to
shareholders of BM&FBovespa
Capital
Capital reserve
Revaluation reserves
Income reserves
Treasury shares
Other comprehensive income
Retained earnings
Non-controlling interests
Total liabilities and equity
Consolidated
03/31/2016
12/31/2015
2,570,389
1,298,204
1,715,602
1,338,010
3,107,852
1,298,204
2,096,785
1,338,010
10
50,590
26,562
87,509
49,224
42,635
116,441
50,590
26,810
87,803
49,224
42,708
117,041
11
35,641
11,006
32,512
1,064
37,196
12,911
34,551
4,944
19(a)
12
13
937,498
29,283
94,096
70,181
65,535
937,498
29,283
627,557
70,181
440,126
4,890,865
5,853,965
4,897,504
5,859,897
12
2,192,944
2,384,084
2,192,944
2,384,084
19
2,502,366
3,272,276
2,502,366
3,272,276
14(d)
115,925
113,122
122,564
119,054
18(d)
4(c)
13
26,937
13,806
38,887
26,122
58,361
26,937
13,806
38,887
26,122
58,361
18,690,918
18,342,099
18,701,185
18,352,213
2,540,239
14,265,294
20,042
1,950,980
(317,090)
(108,020)
339,473
18,690,918
-
2,540,239
14,300,310
20,188
1,950,980
(365,235)
(104,383)
18,342,099
-
2,540,239
14,265,294
20,042
1,950,980
(317,090)
(108,020)
339,473
18,690,918
10,267
2,540,239
14,300,310
20,188
1,950,980
(365,235)
(104,383)
18,342,099
10,114
26,152,172
25,911,666
26,706,541
26,308,895
17
Noncurrent liabilities
Debt issued abroad
Deferred income tax and social
contribution
Provisions for tax, civil and labor
contingencies
Obligation with post-retirement health
care benefits
Derivative financial instruments
Other liabilities
BM&FBOVESPA
03/31/2016
12/31/2015
15
Revenues
Expenses
General and administrative
Personnel and charges
Data processing
Depreciation and amortization
Outsourced services
Maintenance in general
Communications
Promotion and publicity
Taxes and charges
Board and committee members
compensation
Sundry
Equity pickup
Financial result
Financial income
Financial expenses
Consolidated
Note
1Q 2016
1Q 2015
1Q 2016
1Q 2015
20
552,813
511,008
563,508
520,443
(196,330)
(216,452)
(202,037)
(221,421)
(102,674)
(35,357)
(23,417)
(8,366)
(3,226)
(1,583)
(1,511)
(1,491)
(123,712)
(28,403)
(30,196)
(6,767)
(2,834)
(2,312)
(1,542)
(1,178)
(106,275)
(35,856)
(23,814)
(8,614)
(3,740)
(1,604)
(1,581)
(1,821)
(126,839)
(28,853)
(30,593)
(7,135)
(3,047)
(2,332)
(1,631)
(1,502)
21
(2,307)
(16,398)
(1,907)
(17,601)
(2,307)
(16,425)
(1,907)
(17.582)
7(a)
3,820
50,280
22
46,888
159,267
227,981
(68,714)
61,130
107,677
(46,547)
160,543
229,507
(68,964)
61,585
108,731
(47,146)
519,570
405,966
522,014
407,495
(180,243)
(11,006)
(169,237)
(126,490)
(10,160)
(116,330)
(182,534)
(13,297)
(169,237)
(127,747)
(11,417)
(116,330)
339,327
279,476
339,480
279,748
Attributable to:
Shareholders of BM&FBOVESPA
Non-controlling interests
339,327
279,476
339,327
153
279,476
272
0.189951
0.188477
0.155116
0.153954
19(c)
15 (h)
1Q 2015
1Q 2016
1Q 2015
339,327
279,476
339,480
279,748
566,084
(3,637)
566,084
7(a)
(420)
780,110
(420)
780,110
4(b)
(295,938)
(296,358)
780,110
(295,938)
(296,358)
780,110
(222,883)
(222,883)
(222,883)
(222,883)
4(c)
1,997
4,980
1,997
4,980
4(c)
4(c)
375
95,366
97,738
375
95,366
97,738
4,980
4,980
4(b)
194,998
194,998
194,998
194,998
7(a)
7(a)
1Q 2016
(3,637)
Consolidated
(15)
(15)
(1)
3,878
3,877
(15)
(15)
(1)
3,878
3,877
335,690
845,560
335,843
845,832
335,690
335,690
-
845,560
845,560
-
335,843
335,690
153
845,832
845,560
272
Revaluation
reserve
(Note 15(c))
Capital
Capital
reserve
2,540,239
14,300,310
20,188
3,453
1,947,527
Note
Balances at December 31, 2015
Translation adjustments
Cash flow hedge
Financial instruments available for
sale
Comprehensive income of associate
and subsidiary
Non-controlling
interests
Total
equity
18,342,099
10,114
18,352,213
(296,358)
97,738
(296,358)
97,738
(296,358)
97,738
194,998
194,998
194.998
(15)
(15)
(15)
(3,637)
(3,637)
(3,637)
146
48,145
18(b)
18(a)
66
66
66
18(b)
13,063
13,063
13,063
339,327
339,327
153
339,480
2,540,239
14,265,294
20,042
3,453
1,947,527
339,473
18,690,918
10,267
18,701,185
(48,145)
Total
(104,383)
(146)
(365,235)
Retained
earnings
(317,090)
(108,020)
Revaluation
reserve
(Note 15(c))
Proposed
additional
dividend
Retained
earnings
185,941
Capital
Capital
reserve
2,540,239
15,220,354
20,774
3,453
987,317
(983,274)
3,877
3,877
3,877
566,084
566,084
566,084
146
Repurchase of shares
(63,762)
(903,975)
903,975
(56,198)
68
68
68
9,862
9,862
9,862
Approval/payment of dividend
(185,941)
279,476
279,476
272
279,748
2,540,239
14,270,111
20,628
3,453
987,317
(143,061)
1,570,789
279,622
19,529,098
9,166
19,538,264
Note
Balances at December 31, 2014
Translation adjustments
Hedge of net foreign investment
Cash flow hedge
Comprehensive income of
associate and subsidiary
18(a)
(146)
1,004,705
780,110
(222,883)
4,980
Non-controlling
interests
Total
18,979,509
780,110
(222,883)
4,980
(63,762)
(56,198)
(185,941)
8,894
-
Total
equity
18,988,403
780,110
(222,883)
4,980
(63,762)
(56,198)
(185,941)
Consolidated
1Q 2016
1Q 2015
1Q 2016
1Q 2015
339,327
279,476
339,480
279,748
23,417
(81)
169,237
(3,820)
13,129
38,341
3,196
62
13,806
(33,132)
(34,065)
20,240
30,196
(88)
116,330
(50,280)
9,930
30,588
6,259
387
-
23,814
(81)
169,237
(435)
13,129
38,341
3,903
62
13,806
(33,132)
(34,065)
20,240
30,593
(88)
116,330
(46,888)
411
9,930
30,588
6,259
393
-
(490,557)
(4,867)
(46,284)
385
18,051
2,742
(5,275)
1,366
(16,073)
(229,179)
7,545
2,069
(2,262)
64,628
3,522
(4,997)
751
(34,431)
(606,039)
(4,867)
(46,298)
351
(4,993)
2,408
(5,288)
1,366
(15,897)
(283,084)
7,545
2,069
(2,343)
62,490
3,062
(5,005)
751
(34,423)
3,129
9,942
(28,932)
9,087
(393)
815
1,611
1,069
5,432
12,498
280
809
2,645
7,967
(29,238)
167,957
(393)
815
1,105
(70)
5,274
64,736
690
809
2,793
252,143
24,795
250,882
229
(17,289)
26,719
(25,211)
454
(15,117)
135,280
(37,423)
458
(17,677)
26,719
(25,211)
83,194
(15,711)
8 and 9
7(a)
18
22
4(c)
12
354
(15,118)
135,280
(37,423)
83,093
(15,552)
18(a)
15(b)
(78,929)
-
(56,198)
(63,762)
(51,830)
(16)
(78,929)
-
(56,198)
(63,762)
(51,830)
(16)
(78,929)
(171,806)
(78,929)
(171,806)
6,957
64,785
29,060
63,365
4(a)
275,365
111,997
265,129
115,386
4(a)
282,322
176,782
294,189
178,751
Note
1 - Revenues
20
BM&FBOVESPA
1Q 2016
1Q 2015
Consolidated
1Q 2016
1Q 2015
613,954
567,177
625,387
577,301
501,868
112,086
469,038
98,139
501,868
123,519
469,035
108,266
66,441
59,459
67,820
60,580
66,441
59,459
67,820
60,580
547,513
507,718
557,567
516,721
23,417
30,196
23,814
30,593
23,417
30,196
23,814
30,593
524,096
477,522
533,753
486,128
231,801
157,957
229,507
155,619
3,820
227,981
50,280
107,677
229,507
46,888
108,731
755,897
635,479
763,260
641,747
755,897
635,479
763,260
641,747
102,674
123,712
106,275
126,839
2,307
1,907
2,307
1,907
234,396
8,479
68,714
339,327
176,299
7,538
46,547
279,476
237,536
8,698
68,964
339,480
178.411
7.696
47,146
279,748
Equity pickup
Financial income
8 and 9
7(a)
22
22
(a)
Expenses (excludes personnel, board and committee members compensation, depreciation, taxes and charges).
(b)
Includes: taxes and charges, Contribution Taxes on Gross Revenue for Social Integration Program (PIS) and for Social
Security Financing (COFINS), Service Tax (ISS), and current and deferred income tax and social contribution (IRPJ and
CSLL).
10
1. Operations
BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BM&FBOVESPA) is a publiclytraded corporation headquartered in the city of So Paulo.
BM&FBOVESPA organizes, develops and provides for the operation of free and open securities
markets, for spot and future settlement. Its activities are carried out through its trading systems
and clearinghouses, and include transactions with securities, interbank foreign exchange and
securities under custody in the Special System for Settlement and Custody (SELIC).
11
Ownership %
03/31/2016
03/31/2015
100.00
86.95
100.00
100.00
100.00
100.00
86.95
100.00
100.00
-
12
13
14
Equity pickup
Impairment of assets
Classification and calculation of the fair value of financial instruments
Share-based remuneration
Post-retirement health care plan
Provisions for tax, civil and labor contingencies, contingent assets and liabilities
Description
Consolidated
03/31/2016
12/31/2015
13,087
269,235
12,435
262,930
18,190
275,999
208
264,921
282,322
275,365
294,189
265,129
161,574
175,716
161,574
175,716
443,896
451,081
455,763
440,845
(1) Third-party funds restricted to full settlement of the exchange transaction (Exchange Clearing).
Cash and cash equivalents are held with top-tier financial institutions in Brazil or abroad.
Deposits in foreign currency are substantially in US dollars.
b) Financial investments and marketable securities
Breakdown of financial investments and marketable securities by category, nature and
maturity is as follows:
BM&FBOVESPA
Description
No maturity
More than
3 months and
up to 12
months
More than
12 months
and up to 5
years
More than 5
years
03/31/2016
12/31/2015
3,114,099
3,114,099
2,827,776
1,827
-
1,197,266
38
244,318
-
1,443,411
38
1,369,000
32,997
14,426
3,128,525
1,827
1,197,304
244,318
14,426
4,571,974
13,610
4,243,383
4,642,827
194,137
4,836,964
4,642,827
194,137
4,836,964
4,805,033
48,568
4,853,601
7,965,489
1,827
1,197,304
244,318
9,408,938
9,096,984
7,967,316
1,441,622
7,728,007
1,368,977
15
4.
Cash and cash equivalents, financial investments, marketable securities
and derivative financial instruments (Continued)
b)
Description
No maturity
Up to 3
months
More than
3 months and
up to 12
months
More than
12 months
and up to 5
years
More than
5 years
03/31/2016
12/31/2015
331,025
331,025
331,358
1,582
-
2,747,955
14,218
1,582
2,762,173
1,787
2,387,715
46,777
173,496
84,270
1,425,137
38
276,395
-
1,875,028
131,085
1,777,007
165,400
14,427
347,034
2,794,732
271,984
1,425,175
276,395
14,427
5,115,320
13,611
4,676,878
164
-
6,407
51
322
75,731
27
28
6,560
11
88,698
242
361
82,948
365
357
4,642,827
194,137
4,836,964
164
6,780
75,786
6,571
4,642,827
194,137
4,926,265
4,805,033
48,568
4,937,271
5,183,998
2,794,896
278,764
1,500,961
282,966
10,041,585
9,614,149
8,257,658
1,783,927
7,798,529
1,815,620
(1) Refers to investments in financial investment funds, whose portfolios mainly comprise investments in federal government securities and
repurchase agreements that have the CDI (Interbank Deposit Certificate rate) as their profitability benchmark. The consolidated balances of
investment funds are presented according to the nature and maturity of the portfolio in proportion of the net assets invested.
The net assets of the main investment funds included in the consolidation process of the quarterly information are: (i) Bradesco FI Renda Fixa
Letters R$R$2,003,230 (R$1,776,830 at December 31, 2015); (ii) BB Pau Brasil FI Renda Fixa - R$524,960 (R$502,002 at December 31,
2015); (iii) HSBC FI Renda Fixa Longo Prazo Eucalipto R$224,589 (R$217,586 at December 31, 2015); and (IV) Imbuia FI Renda Fixa
Referenciado DI R$30,294.
(2) Issued by top-tier banks and backed by federal government securities.
(3) Refers mainly to investments in gold.
16
The government bonds are held in the custody of the Special System for Settlement and
Custody (SELIC); the investment fund shares are held in the custody of their respective
administrators; the shares are in the custody of BM&FBOVESPAs Equity and Corporate Debt
Clearinghouse; the Santiago and the Bolsa Mexicana de Valores shares are in the custody of
BTG Pactual Chile and Mexico, respectively; and CME shares are in the custody of
Computershare United States.
There was no reclassification of financial instruments between categories in the quarter.
Management periodically monitors its outstanding positions and possible risks of impairment
of its financial assets. Based on the nature of these assets, BM&FBOVESPA has no
significant impairment history.
The carrying amount of financial assets is reduced directly for impairment impacting P&L for
the period. Subsequent recoveries of amounts previously written off are recognized in P&L for
the period.
c) Derivative financial instruments
Fair value hierarchy
Financial assets and liabilities of BM&FBOVESPA measured at fair value are assessed
according to prices quoted (unadjusted) in an active market (Level 1), except for derivative
financial instruments together with the principal of the debt issued abroad as a result of hedge
accounting and shares of the Santiago Stock Exchange, that are being assessed according
to quoted prices of similar assets/liabilities or in the case of models for calculation of prices,
directly or indirectly observable inputs (Level 2). There were no transfers between levels for
the period.
17
18
Assets/
Liabilities
Asset
Liability
Swap result
Reference value
US$
612,000
R$
2,166,800
Maturity of
operation
04/03/2017
Average
interest
79.07% of CDI
No significant inefficiencies were observed in the hedge accounting during the quarter.
Cash flow hedge
(i)
(ii) In March 2016, BM&FBOVESPA discontinued the cash flow hedge that protected it
against part of the exchange rate risk of CME Group shares, using debt securities issued
abroad in 2010 (Note 12) as hedge instrument. In the period, until the hedge
discontinuance, the negative amount of R$95,366, net of tax effects, was recorded in
equity, under Other comprehensive income.
(iii) In March, 2016, BM&FBOVESPA entered into a non-deliverable forward contract (NDF)
with top-tier bank for the purpose of hedging exchange rate variations from CME Group
shares of impacts from exchange rate variations and, thus, prepared a new hedge
document (cash flow hedge) designating the NDF as hedge instrument. At March 31,
2016, unrealized gains from the NDF contract amounted to R$8,462 recorded in assets
against Other comprehensive income, in equity, recorded R$5,585, net of tax effects,
as follows in the table below:
19
(1) The method of calculation of the market value used by BM&FBOVESPA consists to calculate the future value based
on contracted terms and determine the present value based on market curves, extracted from the database of the
BM&FBOVESPA.
No significant inefficiencies were observed in the hedge accounting during the quarter that
would affect P&L.
d) Financial instruments risk management
Financial investment policy and financial risk management
BM&FBOVESPAs policy for cash investments favors alternatives with highly liquid, whose
performance is substantially tied to the SELIC/CDI rate, resulting in a significant proportion of
government securities in its portfolio, purchased directly, via repurchase agreements backed
by government securities and also through exclusive and non-exclusive funds. The Company
carries out transactions with derivative instruments solely and exclusively for equity hedge
purposes.
Acquisition or disposal of strategic investments, such as CME Group shares and the Bolsa de
Comrcio de Santiago and the Bolsa Mexicana de Valores shares, are assessed individually
and realized only in accordance with the strategic planning approved by the Board of
Directors.
Additionally, BM&FBOVESPA has a Corporate Risk Management Policy, whose purpose is to
establish principles, guidelines and responsibilities to be observed in the risk management
process of BM&FBOVESPA, so as to allow identification, assessment, treatment, monitoring
and communication of operational, technological, market, liquidity, credit, image and socioenvironmental risks.
20
Risk factor
Share price
Floating interest rate
Foreign exchange
Fixed interest rate
Gold
12/31/2015
Percentage
66.7%
61.1%
34.6%
4.1%
0.2%
Due to the transfer of investments in CME Group to the marketable securities portfolio
(available for sale) and the interest held in Bolsa de Comrcio de Santiago and Bolsa
Mexicana de Valores, these financial assets are subject to two risk factors at the same time:
currency and share price.
Share price risk
This risk arises from the possibility that fluctuations in the prices of CME Group shares and
the Bolsa de Comrcio de Santiago and the Bolsa Mexicana de Valores shares, which
BM&FBOVESPA has in its portfolio, could affect the amounts involved.
The table below shows a sensitivity analysis on possible impacts of a change of 25% and
50% on the probable scenario for share price, for the next three months.
21
Risk factor
CME shares in BRL
Share price in USD
Bolsa de Comrcio de Santiago
shares in BRL
Share price in CLP
Bolsa Mexicana de Valores
shares in BRL
Share price in MXN
-50%
(2,332,435)
-25%
(1,177,238)
Impact
Probable
scenario (*)
(22,042)
47,80
71,69
95,59
119,49
143,39
(23,431)
(11,664)
103
11,870
23,638
1,102,416
1,653,624
2,204,832
2,756,040
3,307,248
(75,176)
(39,180)
(3,184)
32,812
68,808
14.47
21.71
28.94
36.18
43.41
25%
1,133,154
50%
2,288,351
(*) Share prices were calculated based on future price for the next three months obtained from Bloomberg.
The possible impacts shown by the sensitivity analysis would affect equity, net of taxes.
Interest rate risk
This risk arises from the possibility that fluctuations in interest rates could affect the fair value
of BM&FBOVESPAs financial instruments.
Floating-rate position
As a financial investment policy and considering the need for immediate liquidity with the least
possible impact from interest rate fluctuations, BM&FBOVESPA maintains its financial assets
and liabilities substantially indexed to floating interest rates.
22
4.
Cash and cash equivalents, financial investments, marketable securities
and derivative financial instruments (Continued)
d) Financial instruments risk management (Continued)
Interest rate risk (Continued)
Floating-rate position (Continued)
The table below shows a sensitivity analysis on possible impacts of a change of 25% and
50% on the probable scenario for the CDI/Selic rate, for the next three months.
Risk factor
CDI
Scenario
-25%
7,552
6.94%
10.40%
Scenario
-50%
31,692
Scenario
-25%
46,953
Impact
Probable
scenario (*)
61,854
Scenario
25%
76,412
Scenario
50%
90,646
7.06%
10.59%
14.12%
17.65%
21.18%
CDI rate
Risk factor
Selic
Impact
Probable
scenario (*)
9,951
Scenario
-50%
5,097
Selic rate
13.87%
Scenario
25%
12,295
Scenario
50%
14,588
17.34%
20.81%
(*) CDI and SELIC indexes were calculated based on future interest rates for the next three months obtained by Bloomberg.
Fixed-rate position
Part of BM&FBOVESPAs financial investments and marketable securities bears fixed interest
rates, resulting in a net exposure to such rates. However, in terms of percentage, their effects
on the portfolio are not considered material.
Currency risk
This risk arises from the possibility of fluctuations in exchange rates on product, services and
financial instruments in foreign currency having an impact on the related amounts in local
currency.
23
Risk factor
USD
Exchange rate USD/BRL
EUR
Exchange rate EUR/BRL
GBP
Exchange rate GBP/BRL
CLP
Exchange rate CLP/BRL
MXN
Exchange rate MXN/BRL
-50%
17,706
1.8271
(15,731)
2.1010
(1,201)
2.6447
(23,012)
0.0027
(71,912)
0.1057
-25%
8,367
2.7406
(7,270)
3.1514
(559)
3.967
(11,035)
0.0041
(34,284)
0.1586
Impact
Probable
scenario (*)
(973)
3.6541
1,129
4.2019
83
5.2893
942
0.0054
3,343
0.2114
25%
(10,313)
4.5676
9,654
5.2524
725
6.6116
12,918
0.0068
40,971
0.2643
50%
(19,653)
5.4812
18,115
6.3029
1,367
7.9340
24,895
0.0081
78,599
0.3171
(*) The USD/BRL exchange rate index was calculated based on the exchange rate for the next three months obtained by
Bloomberg.
The possible impacts shown by the sensitivity analysis would substantially affect equity, net of
taxes.
In view of the net amounts of other currencies, their impacts are not deemed material.
24
1,298,204
-
Within 1
year
From 1 to
2 years
From 2 to
5 years
121,456
278,850
121,456
Above 5
years
2,237,943
Credit risk
Approximately 95% of BM&FBOVESPAs investments are linked to federal government
securities, with ratings set by Standard & Poor's and Moody's of "BB" and "Ba2", respectively,
for long-term issues in local currency.
5. Accounts receivable
Breakdown of accounts receivable is as follows:
Description
25
BM&FBOVESPA
03/31/2016
12/31/2015
Consolidated
03/31/2016
12/31/2015
Fees
Annual fees
Vendors - Signal broadcasting
Trustee and custodial fees
Other accounts receivable
20,835
1,368
19,464
27,308
8,097
13,157
1,198
16,787
34,048
12,342
20,835
1,368
19,464
27,308
8,987
13,157
1,198
16,787
34,048
13,198
Subtotal
77,072
77,532
77,962
78,388
(3,247)
(3,259)
(3,247)
(3,259)
Total
73,825
74,273
74,715
75,129
719
(805)
74
3,247
6. Other receivables
Other receivables comprise the following:
BM&FBOVESPA
03/31/2016
12/31/2015
Consolidated
03/31/2016
12/31/2015
Current
Dividends receivable CME Group
Receivables - related parties (Note 16)
Properties held for sale
Advances to employees
FX transactions (Banco BM&FBOVESPA)
Other
1,222
3,812
1,820
194
148,022
4,647
3,812
3,763
134
232
3,812
1,820
20,167
1,656
148,022
212
3,812
3,763
2,165
Total
7,048
160,378
27,687
157,974
Noncurrent
Brokers in court-ordered liquidation (1)
2,200
2,200
Total
2,200
2,200
(1) Balance of accounts receivable from brokers in court-ordered liquidation, which considers the guarantee represented by the equity
certificates pledged by the debtors.
26
7. Investments
a)
Subsidiaries
Banco BM&FBOVESPA de
Liquidao e Custdia S.A.
Bolsa de Valores do Rio de
Janeiro - BVRJ
BM&F (USA) Inc.
BM&FBOVESPA (UK) Ltd.
Equity
Total shares
Adjusted
P&L
75,677
24,000
2,789
78,675
1,665
2,097
115
1,000
1,000
1,177
(9)
17
%
Ownership
Investment
03/31/2016
Investment
12/31/2015
Equity pickup
1Q 2016
Equity pickup
1Q 2015
100
75,677
72,903
2,789
1,882
86.95
100
100
68,408
1,665
2,097
67,385
1,829
2,345
1,023
(9)
17
1,816
(103)
(203)
147,847
144,462
3,820
3,392
46,888
147,847
144,462
3,820
50,280
Associate
CME Group, Inc. (1)
5.0
Total
Banco
BM&FBOVESPA
Bolsa de Valores do
Rio de Janeiro - BVRJ
BM&FBOVESPA
(UK) Ltd.
Assets
624,923
87,217
1,733
2,343
Liabilities
549,246
8,543
68
246
9,327
2,097
436
526
Revenues
Changes in investments:
Investments
Balances at December 31, 2015
Equity pickup
Exchange variation
Comprehensive income of subsidiary
27
Banco
BM&FBOVESPA
Subsidiaries
Bolsa de Valores
do Rio de
Janeiro - BVRJ
72,903
67,385
2,789
1,023
(9)
(155)
(265)
68,408
1,665
2,097
(15)
75,677
BM&FBOVESPA
(UK) Ltd.
Total
2,345
144,462
17
3,820
(420)
(15)
147,847
7. Investments (Continued)
a)
b)
Investment properties
This category comprises properties owned by subsidiary BVRJ - Bolsa de Valores do Rio de
Janeiro for rent, which are carried at cost and depreciated at the rate of 4% per year. There
were no additions or write-offs for the period, and depreciation totaled R$380 (R$380 at
March 31, 2015). Rental income from these properties for the period ended March 31, 2016
amounted to R$2,097 (R$2,965 at March 31, 2015).
Changes
Balances at December 31, 2015
Additions
Write-offs
Depreciation
Balances at March 31, 2016
At March 31, 2016
Cost
Accumulated depreciation
Net book balance
28
Furniture
and
Buildings fixtures
Computer
devices and
equipment
Facilities
Other
Construction
in progress
Total
280,160
(1,310)
278,850
15,441
5
(3)
(655)
14,788
104,111
14,280
(48)
(4,486)
113,857
26,437
286
(893)
25,830
22,646
475
(222)
(443)
22,456
1,329
72
1,401
450,124
15,118
(273)
(7,787)
457,182
405,886
(127,036)
278,850
48,350
(33,562)
14,788
361,357
(247,500)
113,857
53,420
(27,590)
25,830
63,639
(41,183)
22,456
1,401
1,401
934,053
(476,871)
457,182
Changes
Balances at December 31, 2015
Additions
Write-offs
Depreciation
Balances at March 31, 2016
At March 31, 2016
Cost
Accumulated depreciation
Net book balance
Furniture
and
Buildings fixtures
Computer
devices and
equipment
Facilities
Other
Construction
in progress
Total
280,160
(1,310)
278,850
15,441
5
(3)
(655)
14,788
104,111
14,280
(48)
(4,486)
113,857
26,582
285
(910)
25,957
25,471
475
(322)
(443)
25,181
1,329
72
1,401
453,094
15,117
(373)
(7,804)
460,034
405,886
(127,036)
278,850
48,604
(33,816)
14,788
361,609
(247,752)
113,857
54,440
(28,483)
25,957
66,415
(41,234)
25,181
1,401
1,401
938,355
(478,321)
460,034
In the quarter, BM&FBOVESPA absorbed as part of the project development cost the amount of
R$1,526 (R$61 at March 31, 2015) related to the depreciation of equipment used in developing
these projects.
BM&FBOVESPAs properties with a carrying amount of approximately R$93,366 (R$93,894 at
December 31, 2015) were pledged as collateral in lawsuits. BM&FBOVESPA is not allowed to
assign these assets as collateral for other lawsuits or sell them.
Property and equipment are depreciated over their estimated useful lives. Annual depreciation
rates of property and equipment items at March 31, 2016 and December 31, 2015 are as follows:
Buildings
Furniture and fixtures
Computer devices and equipment
Facilities
Other
29
03/31/2016
2.5%
10%
10 to 16.67%
10%
11% to 33%
12/31/2015
2.5%
10%
10 to 25%
10%
11% to 33%
9. Intangible assets
Goodwill
The goodwill balance of R$14,401,628 is attribute to expected future profitability, supported by an
economic and financial valuation report of the investment. According to the guidelines of CPC
01/IAS 36, the goodwill attributed to expected future profitability must be tested annually for
impairment, or more frequently when there are indicators that impairment may have occurred.
Goodwill is recorded at cost value less accumulated impairment losses. Impairment losses
recognized on goodwill are not reversed.
The testing supported by the valuation report issued by the independent experts indicated the
need for adjustments to the value of goodwill at December 31, 2015 and an impairment loss was
recognized in the amount of R$1,662,681.
Given the political and economic scenario in Brazil, the main economic indicators and of country
risk have presented high volatility in the last months. Upon reviewing key external and internal
indicators for the first quarter of 2016 to determine the recoverable amount of goodwill,
management took into consideration the expectation that the political and economic environment
will stabilize in the short /medium term and the possible effects of this stabilization in the
indicators, especially country risk and interest rate and, based on this scenario, there is no need
to adjust the value of goodwill for March 31, 2016.
Software and projects
BM&FBOVESPA and Consolidated
Changes
30
Cost of internally
generated software Software internally
under
generated development
projects completed
Software
Total
272,349
39,231
(19)
311,561
461,607
19
(13,462)
448,164
54,370
1,167
(5,143)
50,394
788,326
40,398
(18,605)
810,119
311,561
311,561
611,152
(162,988)
448,164
340,208
(289,814)
50,394
1,262,921
(452,802)
810,119
31
BM&FBOVESPA
03/31/2016
12/31/2015
Consolidated
03/31/2016
12/31/2015
7,027
25,173
3,441
10,420
19,497
2,595
8,328
25,415
3,453
12,177
19,768
2,606
Total
35,641
32,512
37,196
34,551
70,181
2,384,084
2,454,265
(605)
(78,929)
38,946
(310)
29,283
(211,380)
2,172,704
(211,985)
(78,929)
38,946
(310)
2,201,987
20,240
20,240
29,283
2,192,944
2,222,227
As at March 31, 2016, the market value of the debt issued is estimated at R$ 2,248,093 (R$
2,380,489 at December 31, 2015), according to Bloomberg.
32
03/31/2016
12/31/2015
15,632
8,918
3,121
17,271
8,192
1,838
10,563
19,697
13,233
6,270
3,241
20,776
8,192
1,838
114,083
398,540
20,102
21,585
15,632
8,696
3,121
17,271
8,192
1,838
90,922
283,157
11,297
94,096
65,535
627,557
440,126
Noncurrent
Payables CME
38,887
58,361
38,887
58,361
Total
38,887
58,361
38,887
58,361
Current
Deferred income annual fees
Payables CME
Payables to related parties (Note 16)
Custody agents
Amounts to be transferred - Direct Treasury
Advance received for the sale of property
Preferred shares payable
Demand deposits (1)
Repurchase agreements (2)
FX transactions (Banco BM&FBOVESPA)
Other
19,697
13,251
6,469
3,241
20,776
8,192
1,838
20,632
Total
12/31/2015
Consolidated
(1) These refer to demand deposits held by corporations at Banco BM&FBOVESPA with the sole purpose of settlement of clearing
operations held within BM&FBOVESPA and the Special System for Settlement and Custody (SELIC) pursuant to BACEN Circular
Letter No. 3196 of July 21, 2005.
(2) These refer to open market funding made by Banco BM&FBOVESPA, comprising repurchase agreements maturing on April 1,
2016 (January 4, 2016 for 2015) and backed by National Treasury Notes series B (NTN-B), Financial Bills Treasury (LFT) and
National Treasury Bills (LTN).
14. Provisions for tax, civil and labor contingencies, contingent assets and
liabilities and judicial deposits
a)
Contingent assets
BM&FBOVESPA has no contingent assets recognized in its balance sheet and, at present,
no lawsuits which are expected to give rise to significant future gains.
b)
33
14. Provisions for tax, civil and labor contingencies, contingent assets and
liabilities and judicial deposits (Continued)
b)
c)
Legal obligations
These are almost entirely proceedings in which BM&FBOVESPA seeks exemption from
additional social security contribution on payroll and payments to self-employed
professionals.
d)
Changes in balances
Changes in provisions for contingencies and legal obligations are detailed as follows:
34
Civil
9,689
618
10,307
Labor
32,716
341
(2,722)
(405)
59
826
30,815
BM&FBOVESPA
Legal
obligations
53,265
2,417
(378)
1,622
56,926
Tax
17,452
425
17,877
Total
113,122
2,758
(3,100)
(405)
59
3,491
115,925
14. Provisions for tax, civil and labor contingencies, contingent assets and
liabilities and judicial deposits (Continued)
d)
Civil
15,567
1,323
16,890
Labor
32,770
341
(2,722)
(405)
59
828
30,871
Consolidated
Legal
obligations
53,265
2,417
(378)
1,622
56,926
Tax
17,452
425
17,877
Total
119,054
2,758
(3,100)
(405)
59
4,198
122,564
Considering the characteristics of the provisions, the timing of the cash disbursements, if any,
cannot be predicted.
e)
Possible losses
The proceedings assessed as possible loss are so classified as a result of uncertainties
surrounding their outcome. They are legal or administrative proceedings for which case law
has not yet been established or which still depend on check and analysis of the facts, or even
involve specific aspects that reduce the likelihood of loss.
BM&FBOVESPA and its subsidiaries are parties to tax, civil and labor lawsuits involving risks
of loss classified by management as possible, based on the evaluation of their legal
department and external legal advisors, for which no provision has been recorded. These
proceedings comprise mainly the following:
Labor claims mostly relate to claims filed by former employees of BM&FBOVESPA and
employees of outsourced service providers, on account of alleged noncompliance with labor
legislation. At March 31, 2016, lawsuits classified as possible loss amount to R$47,858
Company (R$47,558 at December 31, 2015) and R$55,335 Consolidated (R$54,812 at
December 31, 2015);
35
14. Provisions for tax, civil and labor contingencies, contingent assets and
liabilities and judicial deposits (Continued)
e)
36
14. Provisions for tax, civil and labor contingencies, contingent assets and
liabilities and judicial deposits (Continued)
e)
37
14. Provisions for tax, civil and labor contingencies, contingent assets and
liabilities and judicial deposits (Continued)
e)
alleged levy of social security taxes on options granted under the Stock Option
Plan of BM&F S.A., assumed by BM&FBOVESPA, and of BM&FBOVESPA itself,
exercised by the beneficiaries of the Plan in 2009 and 2010, as well as one-time fine
due to the non-withholding at source of income tax allegedly due on those options. The
inquiries of the Brazilian IRS are based on the understanding that the stock options
were granted to employees in the nature of salary as they represent compensation for
services rendered. The amounts involved in these administrative proceedings at March
31, 2016 are: (i) R$142,244 (R$137,349 at December 31, 2015), relating to social
security taxes allegedly due, assessed as possible loss, and (ii) R$57,008 (R$55,046 at
December 31, 2015), relating to one-time fine for the non-withholding of income tax,
assessed as remote loss.
(v) alleged levy of social security taxes on options granted under the Stock Option Plan of
BM&F S.A., assumed by BM&FBOVESPA, and of BM&FBOVESPA itself, exercised by
the beneficiaries of the Plan in 2011 and 2012, as well as one-time fine due to the nonwithholding at source of income tax allegedly due on those options. The inquiries of the
Brazilian IRS are based on the understanding that the stock options were granted to
employees in the nature of salary as they represent compensation for services
rendered. The amounts involved in these administrative proceedings at March 31, 2016
are: (i) R$81,782 (R$79,094 at December 31, 2015), relating to social security taxes
allegedly due, assessed as possible loss, and (ii) R$33,025 (R$31,750 at December
31, 2015), relating to one-time fine for the non-withholding of income tax, assessed as
remote loss.
(vi)
38
14. Provisions for tax, civil and labor contingencies, contingent assets and
liabilities and judicial deposits (Continued)
f)
Remote losses
On November 29, 2010, BM&FBOVESPA was served a tax deficiency notice from the
Brazilian IRS challenging the amortization, for tax purposes in 2008 and 2009, of goodwill
generated upon the merger of Bovespa Holding S.A.s shares into BM&FBOVESPA in May
2008. In October 2011, the Brazilian IRS Judgment Office in So Paulo handed down a
decision on the challenge presented by BM&FBOVESPA, upholding, in substance, the tax
deficiency notice. In December 2013, the Administrative Board of Tax Appeals (CARF)
handed down a decision denying the voluntary appeal filed by BM&FBOVESPA, thus
upholding the tax deficiency notice. On March 25, 2015, CARF denied the motions for
clarification filed by BM&FBOVESPA. Currently, BM&FBOVESPA awaits the analysis of the
special appeal filed. BM&FBOVESPA understands that the risk of loss associated with this
tax matter is remote and will continue to amortize the goodwill for tax purposes as provided
for by prevailing legislation. The amount involved in this administrative proceeding at March
31, 2016 totals R$1,113,780 (R$1,083,566 at December 31, 2015).
On April 2, 2015, BM&FBOVESPA was served a tax deficiency notice from the Brazilian IRS
challenging the amortization, for tax purposes in 2010 and 2011, of goodwill generated upon
the merger of Bovespa Holding S.A.s shares into BM&FBOVESPA in May 2008. On April 27,
2016, BM&FBOVESPA was notified of the Brazilian IRS Judgment Offices (DRJ) decision
denying the Companys appeal and BM&FBOVESPA will file an appeal with the
Administrative Board of Tax Appeals (CARF) within the term prescribed by applicable
regulations. BM&FBOVESPA understands that the risk of loss associated with this tax matter
is remote and will continue to amortize the goodwill for tax purposes as provided for by
prevailing legislation. The amount involved in this administrative proceeding at March 31,
2016 totals R$2,182,326 (R$2,111,622 at December 31, 2015).
39
14. Provisions for tax, civil and labor contingencies, contingent assets and
liabilities and judicial deposits (Continued)
f)
40
14. Provisions for tax, civil and labor contingencies, contingent assets and
liabilities and judicial deposits (Continued)
f)
g)
Judicial deposits
Description
Legal obligations
Tax proceedings
Civil proceedings
Labor claims
Total
41
BM&FBOVESPA
03/31/2016
12/31/2015
Consolidated
03/31/2016
12/31/2015
57,027
75,184
5,664
7,520
52,989
73,895
5,577
7,658
57,027
75,486
5,664
7,679
52,989
74,185
5,577
7,816
145,395
140,119
145,856
140,567
14. Provisions for tax, civil and labor contingencies, contingent assets and
liabilities and judicial deposits (Continued)
g)
15. Equity
a)
Capital
The capital of BM&FBOVESPA is R$2,540,239, represented by 1,815,000,000
(1,815,000,000 at December 31, 2015) registered common shares with voting rights and no
par value, of which 1,786,432,452 are outstanding at March 31, 2016 (1,782,094,906 at
December 31, 2015).
BM&FBOVESPA is authorized to increase its capital up to the limit of 2,500,000,000 common
shares, through a resolution of the Board of Directors, without any amendment to its Articles
of Incorporation.
42
Treasury shares
Share buyback program
At the meeting held on December 10, 2015, the Board of Directors approved the new Share
Buyback Program, starting on January 1, 2016 and ending on December 31, 2016. The limit
of shares that can be repurchased by BM&FBOVESPA is 40,000,000 common shares.
The shares acquired under the Share Buyback Program may be canceled or used to meet
the exercise of options to purchase shares by the beneficiaries of the Stock Option Plan, or
transfer of shares to beneficiaries of the Share Plan.
The changes in treasury shares for the period are as follows:
Number
Balances at December 31, 2015
32,905,094
365,235
(4,337,546)
(48,145)
28,567,548
317,090
c)
Amount
11.100
439,369
Revaluation reserves
Revaluation reserves were established as a result of the revaluation of works of art in
BM&FBOVESPA and of the properties of the subsidiary BVRJ in 2007, based on independent
experts appraisal reports.
d)
Capital reserve
This refers substantially to amounts originated in the merger of Bovespa Holding shares in
2008, and other corporate events allowed by the Brazilian Corporation Law, such as (i) capital
increase through merger, (ii) redemption, repayment or purchase of shares, and (iii) events
associated with the stock option plan and the stock grant plan.
43
Income reserves
i)
Legal reserve
Legal reserve is annually set up with allocation of 5% of net income for the year, capped
to 20% of capital. The legal reserve aims at ensuring integrity of capital and may only be
used to absorb losses and increase capital. The legal reserve is not required to be set up
considering that its amount plus the capital reserves exceed 30% of the Company
capital.
ii)
Statutory reserves
Represent funds and safeguard mechanisms required for the activities of
BM&FBOVESPA, in order to ensure the proper settlement and reimbursement of losses
arising from the intermediation of transactions carried out in its trading sessions and/or
registered in any of its trading, registration, clearing and settlement systems, and from
custody services.
Pursuant to the Articles of Incorporation, the Board of Directors may, when the amount of
the statutory reserve is sufficient to meet the purposes for which it was originally
established, propose that part of the reserve be distributed to the shareholders of the
Company.
f)
g)
44
339,327
279,476
1,786,388,503
1,801,717,069
0.189951
0.155116
Diluted
1Q 2016
Numerator
Net income available to shareholders of BM&FBOVESPA
Denominator
Weighted average number of outstanding shares adjusted by
effects of stock option plan and stock grant plan
Diluted earnings per share (in R$)
45
Consolidated
1Q 2015
Consolidated
1Q 2015
339,327
279,476
1,800,363,227
1,815,322,298
0.188477
0.153954
Income / (expenses)
1Q 2016
1Q 2015
988
-
(73)
-
(80)
-
(431)
(155)
(126)
-
(142)
-
(522)
(196)
1,033
3,400
-
2,898
6
2
-
2
-
CME Group
Financial expenses
Expenses with fees
Income from fees
2,784
2
5
(272)
(682)
32
216
(6,269)
-
196
(8,695)
-
(1,490)
634
(1,186)
859
Associao BM&F
Accounts receivable
Accounts payable
Recovery of expenses
Expenses with courses
Sponsorship
5
(1)
-
6
(1)
-
18
(57)
(15)
14
(58)
-
11
-
10
-
(125)
34
(408)
(63)
31
-
46
Assets / (liabilities)
03/31/2016
12/31/2015
47
b)
1Q2015
8,069
12,795
6,885
4,705
29,380
(1) Refers to expenses computed in the quarter relating to share-based payment, increased by labor and social security
charges, and stock options of key management personnel. These expenses were recognized according to the criteria
described in Note 18.
48
BM&FBOVESPA
Clearinghouse
49
03/31/2016
Equity and
Corporate Debt
Foreign
Clearinghouse
Exchange
Assets
(CBLC)
Clearinghouse Clearinghouse
Government securities
Letters of guarantee
Shares
International securities (1)
Bank Deposit Certificates (CDBs)
Cash amounts deposited
Gold
Other
213,183,420
2,370,539
3,584,516
1,134,578
921,417
14,525
102,295
43,161,712
427,700
33,420,677
6,016,320
312,457
215,013
4,144
58,875
8,299,129
161,574
-
292,041
-
Total
221,311,290
83,616,898
8,460,703
292,041
BM&FBOVESPA
Clearinghouse
12/31/2015
Equity and
Corporate Debt
Foreign
Clearinghouse
Exchange
Assets
(CBLC)
Clearinghouse Clearinghouse
Government securities
Letters of guarantee
Shares
International securities (1)
Bank Deposit Certificates (CDBs)
Collateral cash amounts deposited
Gold
Other
216,955,868
3,552,464
3,458,610
1,394,602
1,027,657
12,012
176,345
37,116,275
397,000
27,241,604
4,151,480
277,305
134,437
3,162
163,372
8,644,122
175,716
-
280,222
-
Total
226,577,558
69,484,635
8,819,838
280,222
(1) American and German government securities as well as ADRs (American Depositary Receipts).
b)
BM&FBOVESPA Clearinghouse
Joint liability for paying the broker and clearing member that acted as intermediaries, as
well as collaterals deposited by such participants.
Minimum Non-operating Collateral, composed of collaterals transferred by
BM&FBOVESPA clearing members and by full-trading participants, intended to
guarantee the transactions. Minimum Non-operating Collateral is broken down as
follows:
50
03/31/2016
12/31/2015
Government securities
Letters of guarantee
Bank Deposit Certificates (CDBs)
755,019
79,200
2,700
730,429
72,200
2,700
Amounts deposited
836,919
805,329
606,000
600,000
230,919
205,329
03/31/2016
12/31/2015
Government securities
Letters of guarantee
915,391
20,200
851,458
18,000
Amounts deposited
935,591
869,458
314,000
314,000
308,000
308,000
307,591
253,458
51
03/31/2016
12/31/2015
Government securities
934,981
893,423
Amounts deposited
934,981
893,423
304,200
304,200
298,900
298,900
326,581
295,623
03/31/2016
12/31/2015
Government securities
Cash amounts deposited
379,573
200
364,804
200
Amounts deposited
379,773
365,004
105,650
105,650
105,650
105,650
168,473
153,704
52
53
b)
54
Program
Stock Grant Converted
Options
55
Conversion/
grant date
Grace period
01/05/2015
01/05/2015
01/05/2015
01/05/2016
01/05/2017
01/05/2018
01/05/2015
01/05/2015
01/05/2015
01/05/2015
01/02/2015
01/02/2015
01/02/2015
01/02/2015
01/02/2015
01/02/2015
01/02/2015
01/02/2015
01/08/2016
01/08/2016
01/08/2016
01/08/2016
01/08/2016
01/08/2016
01/08/2016
01/08/2016
01/05/2016
01/05/2017
01/05/2018
01/07/2019
01/04/2016
01/02/2017
01/02/2018
01/02/2019
01/04/2016
01/02/2017
01/02/2018
04/30/2017
Number of
shares at
12/31/2016
New
programs
Transferred in
1Q 2016
Canceled in
1Q 2016
Shares
outstanding
contracts at
03/31/2016
2,599,703
1,804,267
1,041,252
(2,576,754)
-
(6,135)
(3,328)
22,949
1,798,132
1,037,924
5,445,222
(2,576,754)
(9,463)
2,859,005
451,850
1,325,998
451,844
784,882
(451,850)
-
(2,594)
-
1,323,404
451,844
784,882
3,014,574
(451,850)
(2,594)
2,560,130
923,974
923,962
882,903
882,897
(923,974)
-
(9,474)
(9,474)
(9,474)
914,488
873,429
873,423
3,613,736
(923,974)
(28,422)
2,661,340
384,968
376,495
376,482
(384,968)
-
376,495
376,482
1,137,945
(384,968)
752,977
172,700
172,700
172,700
172,700
817,991
817,969
817,930
817,911
817,991
817,969
817,930
817,911
3,271,801
3,271,801
511,441
511,441
511,424
511,441
511,441
511,424
1,534,306
1,534,306
01/13/2017
01/15/2018
01/14/2019
01/13/2020
01/13/2017
01/15/2018
01/14/2019
04/30/2019
172,700
172,700
172,700
172,700
13,384,177
4,978,807
(4,337,546)
(40,479)
13,984,959
Fair value of
shares on the
grant date (R$
per share)
Dilution
percentage
(1)
9.22
9.22
9.22
0.00%
0.10%
0.06%
9.22
9.22
9.22
9.22
0.00%
0.07%
0.03%
0.04%
9.50
9.50
9.50
9.50
0.00%
0.05%
0.05%
0.05%
9.50
9.50
9.50
0.00%
0.02%
0.02%
9.50
0.01%
10.52
10.52
10.52
10.52
0.05%
0.05%
0.05%
0.05%
10.52
10.52
10.52
0.03%
0.03%
0.03%
10.52
0.01%
0.78%
c)
d)
2015
7.3% p.a.
5.0% p.a.
3.0% p.a.
AT-2000
2014
6.2% p.a.
5.0% p.a.
3.0% p.a.
AT-2000
56
20 years
20 years
(2)
2
0.5% decrease
2
(2)
(1)
57
25,574
30,581
437,343
133,923
900
311
39,725
(2,970,005)
(5,124)
(52,491)
(26,460)
(437,343)
(589,862)
(2,877)
(24,059)
(2,834,715)
(374)
(755)
(455,872)
(589,862)
(22,694)
(3,439,864)
(3,272,276)
Current
Noncurrent
(937,498)
(2,502,366)
(3,272,276)
24,487
30,581
445,562
69,243
62,123
12/31/2015
Deferred tax assets
Tax, civil and labor contingencies
Deferred assets on tax loss carryforwards
Exchange variation on issue of debt abroad
Mark to market - CME
Effect of exchange rate variation on shares abroad
Effect of exchange rate variation on cash flow hedge
Fair Value Hedge derivatives
Other temporary differences
b)
24,487
30,581
445,562
69,243
62,123
Debt (credit) in
the income
statement
1,087
437,343
311
(22,398)
(445,562)
(69,243)
133,923
900
-
25,574
30,581
437,343
133,923
900
311
39,725
(4,750)
755
(40,909)
455,872
(26,460)
(2,877)
-
(2,970,005)
(5,124)
(52,491)
(437,343)
(589,862)
(26,460)
(2,877)
(24,059)
(2,834,715)
(374)
(755)
(455,872)
(589,862)
(22,694)
(135,290)
(11,582)
(437,343)
(1,365)
(3,272,276)
(169,237)
1,649
(3,439,864)
58
c)
59
Consolidated
1Q2016
1Q2015
519,570
405,966
522,014
407,495
(176,654)
(138,028)
(177,485)
(138,548)
(4,894)
(279)
6,346
(10,961)
-
(5,557)
(23)
3,551
(9,085)
(5,055)
(279)
6,185
(10,961)
-
(5,141)
(23)
3,966
(9,084)
1,299
1,299
17,095
17,095
15,942
15,942
(180,243)
(126,490)
(182,534)
(127,747)
BM&FBOVESPA
03/31/2016 12/31/2015
Consolidated
03/31/2016 12/31/2015
11,780
94,098
109,007
1,440
4,966
7,580
66,010
39,987
53,551
1,618
6,261
11,780
94,098
109,007
1,439
4,985
7,580
66,010
39,987
53,551
1,619
6,264
Total
221,291
175,007
221,309
175,011
20. Revenue
BM&FBOVESPA
1Q2016
1Q2015
60
Consolidated
1Q2016
1Q2015
277,736
272,308
5,428
-
250,942
246,208
4,734
-
277,736
272,308
5,428
-
250,939
246,208
4,731
-
224,132
36,019
183,704
4,409
218,096
35,190
179,459
3,447
224,132
36,019
183,704
4,409
218,096
35,190
179,459
3,447
Other revenue
Securities lending
Securities listing
Depository, custody and back-office
Trading participant access
Vendors - quotations and market information
Banco BM&FBOVESPA - financial intermediation and bank fees
Other
112,086
23,156
13,555
36,465
9,779
27,298
1,833
98,139
22,206
12,073
31,318
9,830
18,981
3,731
123,519
23,156
13,555
36,465
9,779
27,298
9,326
3,940
108,266
22,206
12,073
31,318
9,830
18,981
7,162
6,696
Deductions
PIS and COFINS
Service Tax
(61,141)
(53,025)
(8,116)
(56,169)
(48,925)
(7,244)
(61,879)
(53,633)
(8,246)
(56,858)
(49,496)
(7,362)
Revenue
552,813
511,008
563,508
520,443
1Q2016
BM&FBOVESPA
1Q2015
1Q2016
Consolidated
1Q2015
3,051
3,259
5,094
585
953
577
141
133
115
1,925
565
2,785
6,646
3,678
882
350
699
159
168
233
983
1,018
3,076
3,980
5,171
615
671
145
133
116
1,925
593
2,804
6,652
3,732
939
751
179
168
236
983
1,138
16,398
17,601
16,425
17,582
(1) Basically refers to the provision for tax, civil and labor contingencies (Note 14) and allowance for doubtful accounts.
Consolidated
1Q 2016
1Q 2015
138,387
60,752
3,535
32,237
89,870
14,912
2,895
-
139,967
60,751
3,545
32,237
90,917
14,912
2,902
-
(6,930)
227,981
107,677
(6,993)
229,507
108,731
(38,341)
(27,729)
(914)
(1,730)
(68,714)
(30,588)
(14,669)
(1,290)
(46,547)
(38,341)
(27,729)
(914)
(1,980)
(68,964)
(30,588)
(14,669)
(1,889)
(47,146)
159,267
61,130
160,543
61,585
(1) Given the disqualification of the significant influence and consequent discontinued use of the equity method of accounting for CME
Group (Note 7), dividends received have been recorded in the income statement).
(2) From July 2015, pursuant to Decree No. 8426, of April 1, 2015, which reinstated PIS and COFINS rates levied on financial income
earned by legal entities subject to the related noncumulative tax computation.
61
BM&F
Segment
277,736
(27,297)
250,439
Bovespa
Segment
224,132
(22,957)
201,175
Adjusted expense
Depreciation and amortization
Stock Options and Stock Grant
Allowance for doubtful accounts and
other provisions
Transfer of fines
(50,627)
(9,848)
(9,001)
(49,493)
(9,306)
(8,050)
(45,224)
(4,660)
(8,356)
(145,344)
(23,814)
(25,407)
(1,986)
-
(2,911)
-
(1,085)
(1,490)
(5,982)
(1,490)
Total expenses
(71,462)
(69,760)
(60,815)
(202,037)
Income
178,977
131,415
51,079
361,471
Financial income
160,543
62
Total
625,387
(61,879)
563,508
(182,534)
178,977
131,415
51,079
339,480
BM&F
Segment
250,939
(25,213)
225,726
Bovespa
Segment
218,096
(22,672)
195,424
Adjusted expense
Depreciation and amortization
Stock Options and Stock Grant
Allowance for doubtful accounts and
other provisions
Transfer of fines
(53,271)
(14,182)
(16,056)
(42,778)
(9,974)
(12,654)
(42,565)
(6,437)
(14,657)
(138,614)
(30,593)
(43,367)
(2,909)
-
(2,954)
-
(1,798)
(1,186)
(7,661)
(1,186)
Total expenses
(86,418)
(68,360)
(66,643)
(221,421)
Income
139,308
127,064
32,650
299,022
Total
577,301
(56,858)
520,443
Equity pickup
46,888
Financial income
61,585
(127,747)
139,308
127,064
32,650
279,748
BM&FBOVESPA seeks advice from insurance brokers to ensure that it has a sufficient level
of insurance cover for its size and operations. The main coverage in its insurance policies at
March 31, 2016 is shown below:
Insurance line
Amounts at risk, property damages, buildings and equipment
Civil liability
Works of art
b)
63
Amounts insured
734,863
134,000
16,133
At a meeting held on May 12, 2016, the Board of Directors approved the payment of
R$169,663 in interest on equity to shareholders, included in mandatory dividends for year
2016. Interest on equity will be paid on Jun 06, 2016, based on the shareholding structure
existing on May 23, 2016.
b)
64
26. Notes submitted in the annual financial statements that are not being fully
presented in the quarterly information
In accordance with CPC 21 (R1) Interim Financial Reporting and CVM/SNC/SEP Circular Letter
No. 003/2011, the following notes have been condensed in this quarterly information, compared to
the annual financial statements for the year ended December 31, 2015:
Note 1 - Operations
Note 2 - Preparation and presentation of the quarterly information
Note 3 - Significant accounting practices
Note 4 - Cash and cash equivalents and financial investments
Note 9 - Intangible assets
Note 12 - Debt issued abroad
Note 17 Collateral for transactions
Note 18 - Employee benefits
Note 23 Segment information
65