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Investor Relations Department

So Paulo, SP

JAN/2015

Confidencial Restrita

Confidencial

Uso Interno

1
Pblico

Forward Looking Statements


This presentation may contain certain statements that express the managements expectations, beliefs and
assumptions about future events or results. Such statements are not historical fact, being based on currently
available competitive, financial and economic data, and on current projections about the industries BM&FBOVESPA
works in.
The verbs anticipate, believe, estimate, expect, forecast, plan, predict, project, target and other
similar verbs are intended to identify these forward-looking statements, which involve risks and uncertainties that
could cause actual results to differ materially from those projected in this presentation and do not guarantee any
future BM&FBOVESPA performance.
The factors that might affect performance include, but are not limited to: (i) market acceptance of BM&FBOVESPA
services; (ii) volatility related to (a) the Brazilian economy and securities markets and (b) the highly-competitive
industries BM&FBOVESPA operates in; (iii) changes in (a) domestic and foreign legislation and taxation and (b)
government policies related to the financial and securities markets; (iv) increasing competition from new entrants
to the Brazilian markets; (v) ability to keep up with rapid changes in technological environment, including the
implementation of enhanced functionality demanded by BM&FBOVESPA customers; (vi) ability to maintain an
ongoing process for introducing competitive new products and services, while maintaining the competitiveness of
existing ones; (vii) ability to attract new customers in domestic and foreign jurisdictions; (viii) ability to expand the
offer of BM&FBOVESPA products in foreign jurisdictions.
All forward-looking statements in this presentation are based on information and data available as of the date they
were made, and BM&FBOVESPA undertakes no obligation to update them in light of new information or future
development.
This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities where such offer or sale would be unlawful prior to registration or qualification
under the securities law. No offering shall be made except by means of a prospectus meeting the requirements of
the Brazilian Securities Commission CVM Instruction 400 of 2003, as amended.
2

REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE


Safety, resilience and transparency
BRAZILIAN MARKET OPPORTUNITIES
Main growth drivers

MAIN GROWTH INITIATIVES


Building an State-of-the-art platform

MAIN GROWTH INITIATIVES


Investments, new products and focus on the customer

OPERATIONAL PERFORMANCE
Notable global exchange

FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders

3Q14 RESULTS
APPENDIX
3

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

Exchange market characteristics in Brazil

Stable and solid regulation

BVMF is the sole exchange, despite the


market being open for competitor since 2007

CVM Trade and post-trade


BACEN Post-trade , banks and
intermediaries
Main participants

Intermediaries local and international


brokers (linked to bank and independent)

Stocks exclusively traded through an exchange


(Dark pools, MTFs and internalization prohibit)
Identification of the final beneficial owner in
the entire trading and post-trading chain

Listed companies

Derivatives trade predominantly through an


exchange and OTC derivatives must be
registered mandatorily

Investors institutionals, foreign and


individual (retail)

Securities lending mandatorily through a


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

Why invest in BM&FBOVESPA?


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

1967:
Bovespas
Mutualization

1986:
Start of
BM&F
activities

Aug 2007:
Bovespa Hld
demutualization

Oct 2007:
Bovespa Hld
IPO (BOVH3)

Sep 2007: BM&F


demutualization

Nov 2007:
BM&F IPO
(BMEF3)

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

and R$5,8 billion on distributed earnings since 2008

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


systems:R$1,5 billion invested in resilience,

Revenue diversification: trading and post-

Consolidated market position: dominant

trading services for stocks, derivatives, fixed income


and OTC

position in the domestic market and significant


presence in the global exchanges industry

Constantly seeking operational efficiency:

Reference in corporate governance


standards: cutting edge in adopting best practices

High dividend payer: +80% of the net income

investments in technology and cost growth below


inflation
Practice of the period and amount distributed from Jan/2008 to Sep/2014;
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

strength and safety

to the market
5

Multi-asset and vertically integrated model


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

EQUITY

Post-trading Platform:
Contraparte Central (CCP)

A VISTA

INTEREST

OPO

Settlement System (SSS)

FX

FUTURO

Servios para Emissores e Participantes:

Ps-Negociao

Listing

CCP, SSS e CSD


TERMO

SWAP

Central Depository (CSD)

Trading access (brokers)


Securities lending

REGISTRO

COMMODITIES

CREDIT

Custody for clubs and foreign investors (2689)


Market Data (vendors)
Indices Licensing
Software Licensing
OTC (derivatives and fixed income)

Multi-asset and vertically integrated model


Value gained across most of the chain
BRAZIL

USA

(Internalization of orders is forbidden)

(Internalization of orders is allowed)


Trading venues

TRADING
DTCC

Brokers A and B

Brokers A and B
Broker
A

Broker
B

POST-TRADING
CCP
SSS
CSD

Investors

Investors
Investors

Model 100% vertical: clearing,


settlement and central depository at
the FINAL BENEFICIAL OWNER LEVEL

Investors

Clearing, settlement and depository


occur at the brokerage houses

Corporate governance
Reference in corporate governance practices

Adoption of Best Practices

Pulverized Capital

Listed in Novo Mercado


Only voting shares issued (ON)

10,44%
6,84%

No controlling shareholder and pulverized


capital

5,32%
5,02%
3,15%

Majority of the Board composed of


independent members
No Board member is a Companys executive

Executives compensation system aligned


with shareholders long-term interests

69,23%

Oppenheimer Funds
CME Group Brasil
Treasury stock

Vontobel Asset Management


BlackRock Funds
Others
Update in 11/03/2014

Corporate Governance
Multidisciplinary knowledge in conducting business
BOARD OF DIRECTORS

EXECUTIVE OFFICERS

Pedro Pullen Parente


Chairman - Engineer

Edemir Pinto
CEO

Marcelo Fernandez Trindade


Vice-chairman Lawyer

Eduardo Guardia
Chief Product and IRO

Claudio Luiz da Silva Haddad


Engineer and professor

Ccero Vieira
DCOO

Jos Roberto Mendona de Barros


Economist and professor

Daniel Sonder
CFO

Luiz Fernando Figueiredo


Co-Founder of Mau Investments

Luis Furtado
CIO

Luiz Nelson Guedes De Carvalho


Professor

COMMITTEES

Andr Esteves
CEO of BTG Pactual

Audit Committee

Jos Berenguer Neto


CEO of JP Morgan Brazil

Nominations and Corporate Governance Committee

Daniel Luiz Gleizer


Director of Ita Unibanco

Compensation Committee

Alfredo Antnio Lima de Menezes


Executive Officer of Bradesco

Risk Committee

Charles P. Carey
Member of CME Groups Board of Directors

Advisory Committee For The Securities Intermediation Industry

Independent members
9

BM&FBOVESPAs Sustainability Policy


Approved by the Board of Director

10

REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE


Safety, resilience and transparency

BRAZILIAN MARKET OPPORTUNITIES


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

MAIN GROWTH INITIATIVES


Investments, new products and focus on the customer

OPERATIONAL PERFORMANCE
Notable global exchange

FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders

3Q14 RESULTS
APPENDIX
11

Opportunities in the Brazilian market


BM&FBOVESPA is ready to capture future growth

Growth opportunities in the Brazilian


equities and derivatives markets
EQUITIES MARKET
Portfolio diversification: diversification of institutional investors
portfolios with a higher participation of equities
Retail investors: small number of retail investors and growth of the
middle class

Listed companies: low number of listed companies, while important


sectors are not adequately represented on the exchange

DERIVATIVES MARKET
Growth of credit and fixed-rate government debt: higher demand for
hedging from financial institutions and institutional investors
Growth of foreign trade: higher demand for hedging through FX
contracts
Equities market development: growth in demand for index-based
contracts
OTC derivatives: capital requirements (Basel) should benefit OTC
transactions through a CCP
12

Investors exposure to equities is low


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

Investment Funds AUM (in BRL billion)


Funds AUM evolution (in BRL billion). Global average of 40% for
equities

Historically high interest rates


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

Number of Custody Accounts (in thousands)


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

Sources: BM&FBOVESPA, ANBIMA and ABRAPP. Nov/14 Jun/14

Pension Funds AUM (in BRL billion)


Participation of equities in the portfolio of pension funds

13

REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE


Safety, resilience and transparency

BRAZILIAN MARKET OPPORTUNITIES


Main growth drivers

MAIN GROWTH INITIATIVES


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

OPERATIONAL PERFORMANCE
Notable global exchange

FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders

3Q14 RESULTS
APPENDIX
14

BM&FBOVESPA IT, Risk and Operating Development


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

BM&FBOVESPA is investing
more than USD650 million
(2010 - 2015) to build state-ofthe-art IT, Risk and Operating
infrastructure

Operational leverage: easily scalable


capacity

Capital efficiency for clients

Capital efficiency for clients: integrated


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

Attract and retain clients and


strengthen relationship with
intermediaries

Rationalization and standardization of


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

Development of markets and


products
OTC MARKET

Operational leverage for


BM&FBOVESPA
Innovate and enhance market
robustness ahead of regulatory
demands
The implementation of IPN/CORE depends the approval of the regulators.

Customer relationship: strengthening


relationships with customers
Customer relationship: able to host
participants and clients infrastructure

NEW
DATA CENTER

Significant capacity to expand co-location

15

PUMA Platform
High availability and performance
RESILIENCE AND AVAILABILITY
438 uninterrupted trading days*
* Until Sep. 26, 2014

Capacity and resilience of the


system tested in times of high
volatility and message peaks

Bovespa segment

The entire trading infrastructure must be


adequately sized for peak message traffic:
Bovespa Segment Apr. 29th
Peak of msgs/min: 619,063
Average msgs/min: 60,000 - 70,000

BM&F segment

BM&F Segment Aug. 13th


Peak of msgs/min: 85,388
Average msgs/min: 7,000 - 8,000
16

Clearinghouses Integration and New Risk Model (CORE)


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

Organization of the post-trade


environment by process
Equities, ETFs,
BDRs

4 rulebooks and
4 manuals.
Other products
and assets

4 participant
structures

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

4 systems /
back-office
processes

Government
Bonds
Rules and Manuals

Structure of market participants


Participants and customer registration
OTC
derivatives

Allocation and transfer

Corporate
fixed income

Position control
Clearing and settlement

4 systems /
processes for risk
management

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

Risk management
Pool of collateral
Securities
lending

Interbank spot
foreign
exchange
Futures, options,
forwards

Exchange and market


participation cost
reduction

Liquidity management
improvement

More efficient
allocation of capital by
investors

Operational and
technological risk
reduction
17

Clearinghouses Integration and New Risk Model (CORE)


Derivatives clearinghouse migration results

Roughly R$20 billon released in collateral

R$15 billion reduction in required collateral


R$5 billion increase to the value of deposited
collateral
R$12 billion withdrawn in the early days of
activity
More than 5,000 margin simulation exercises
per day
18

REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE


Safety, resilience and transparency

BRAZILIAN MARKET OPPORTUNITIES


Main growth drivers

MAIN GROWTH INITIATIVES


Building an State-of-the-art platform

MAIN GROWTH INITIATIVES


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

FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders

3Q14 RESULTS
APPENDIX
19

Products and Services Development


Focus on the customers demands and needs

Long-term development of products, markets and services


Greater liquidity for listed products
Development of infrastructure for expansion of MM and HFT activity
Capital efficiency generated by CORE enables/encourages the realization of new strategies
Development of the securities lending platform
Marketing listed products and attracting new customers
Expanding the retail investor base

Incentive program with market participants


Expanding the portfolio to attend to the investment profile of individuals (Tesouro Direto, Fixed
Income ETFs, FIIs ...)
Discussion about tax treatment simplification in the equities market

Capture of institutional investors diversification into foreign securities


Listing of foreign securities (non-sponsored BDRs and Foreign Index ETF)
Cross-listing of futures contracts

20

Products and Services Development


Focus on the customers demands and needs

Long-term development of products, markets and services


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

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

Fixed Income and OTC markets (product, market and revenue diversification)

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

Review and monitoring of existing pricing and incentives policies


21

REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE


Safety, resilience and transparency

BRAZILIAN MARKET OPPORTUNITIES


Main growth drivers

MAIN GROWTH INITIATIVES


Building an State-of-the-art platform

MAIN GROWTH INITIATIVES


Investments, new products and focus on the customer

OPERATIONAL PERFORMANCE
Notable global exchange
FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders

3Q14 RESULTS
APPENDIX
22

Bovespa Segment
Operational highlights
AVERAGE DAILY TRADING VALUE ADTV (BRL billion)*

AVERAGE ANNUAL MARKET CAP (BRL trillion)

TURNOVER VELOCITY (12 months average)

Updated to December 30, 2014. Ratio of cash market trading volume to the market cap of the exchange.

23

BM&F Segment
Operational highlights
AVERAGE DAILY TRADED VOLUME ADV (thousands of contracts)

REVENUE PER CONTRACT - RPC (BRL)


2006

2007

2008

2009

2010

2011

2012

2013

2014

D-13

J-14

F-14

M-14

A-14

M-14

J-14

J-14

A-14

S-14

O-14

Interest rates in BRL

0.906 0.950 1.141 0.979 0.889 0.918 1.004 1.046

1.120

1.266

1.049

0.980

1.105

1.185

1.211

1.168

1.152

1.177

1.090

1.076 1.226 1.192

FX rates

2.244 1.859 2.065 2.161 1.928 1.894 2.205 2.535

2.669

2.832

2.629

2.633

2.616

2.555

2.594

2.659

2.619

2.578

2.464

2.654 2.980 3.173

Stock Indices

1.419 1.501 2.145 1.620 1.564 1.614 1.524 1.761

1.774

2.122

1.695

1.958

1.597

1.834

1.601

2.095

1.527

1.863

1.477

1.721 1.628 2.119

Interest rates in USD

1.094 0.965 1.283 1.357 1.142 0.941 1.015 1.231

1.294

1.340

1.325

1.414

1.553

1.275

1.300

1.332

1.156

1.250

1.240

1.264 1.078 1.461

Commodities

4.749 3.195 3.587 2.307 2.168 2.029 2.239 2.534

2.390

2.760

2.401

2.199

2.683

2.587

2.883

2.223

2.152

2.084

2.315

2.295 2.510 2.631

Mini contracts

0.034 0.054 0.162 0.176 0.128 0.129 0.116 0.119

0.117

0.128

0.122

0.123

0.119

0.118

0.120

0.123

0.120

0.115

0.107

0.113 0.120 0.118

OTC

1.571 2.111 2.355 1.655 1.610 1.635 1.769 1.409

2.092

0.978

1.077

1.069

1.155

1.501

2.679

3.027

3.862

3.236

2.069

1.911 1.517 2.689

Total RPC

1.247 1.224 1.527 1.365 1.134 1.106 1.191 1.282

1.350

1.575

1.294

1.261

1.393

1.411

1.406

1.431

1.335

1.373

1.249

1.284 1.405 1.481

Updated to December 30, 2014. Ratio of cash market trading volume to the market cap of the exchange.

N-14

D-14

24

Investor participation in volumes


Equities and derivatives segments
Bovespa SEGMENT (EQUITIES)

BM&F SEGMENT (DERIVATIVES)

Updated to December 30, 2014. Ratio of cash market trading volume to the market cap of the exchange.

25

REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE


Safety, resilience and transparency

BRAZILIAN MARKET OPPORTUNITIES


Main growth drivers

MAIN GROWTH INITIATIVES


Building an State-of-the-art platform

MAIN GROWTH INITIATIVES


Investments, new products and focus on the customer

OPERATIONAL PERFORMANCE
Notable global exchange

FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders
3Q14 RESULTS
APPENDIX
26

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

2009

2010

2011

2012

2013

9M14

Net revenue

1,510,569

1,898,742

1,904,684

2,064,750

2,131,795

1,657,209

Expenses

(569,832)

(633,504)

(816,664)

(763,080)

(797160)

(558,304)

(446,677)

(543,881)

(584,521)

(563,487)

(575,764)

(417,449)

940,737

1,265,238

1,088,020

1,301,670

1,334,635

942,147

Operating margin

62.3%

66.6%

57.1%

63.0%

62.6%

62.8%

Equity method result

38,238

219,461

149,270

171,365

144,673

245,837

289,039

280,729

208,851

181,535

154,881

Income before taxation of profit

1,186,574

1,592,515

1,588,210

1,659,791

1.687,535

1,241,701

Income tax and social contribution

(304,505)

(448,029)

(539,681)

(585,535)

(606,588)

(496,570)

881,050

1,144,561

1,047,999

1,074,290

1,081,516

745,131

1,223,761

1,586,374

1,545,627

1,612,136

1,609,769

1,105,422

0.6104

0.7929

0.7932

0.8351

0.8389

0.6007

Adjusted expenses
Operating income

Financial result

Net income
Adjusted net income
Adjusted EPS (BRL)
Attributable to shareholders of BM&FBOVESPA.

27

Revenue breakdown
Diversified revenue sources as a differential
REVENUE BREAKDOWN (3Q14)

MAIN LINES DYNAMICS


Equities and equities derivatives:
Market Capitalization of listed companies
Level of activity in the market (turnover velocity)
Type of investors

Total revenue:
R$594.7
million

Type of operation and asset traded

Financial and commodities derivatives:


Type of contract traded

Type of investors
Type of operation
BRL/USD quote

Other
Number of investors/account in the depository
Market Capitalization of listed companies
Type of investors
Number and type of users of the data signal
BRL/USD quote
28

Adjusted expenses and investment budget


Focus on cost control and investments phase
ADJUSTED EXPENSES BUDGET
Focus on expenses control offset most of the inflationary adjustments
over the past years

2014 budget reaffirmed

(in BRL million)

2014e vs. 2013: 3.34%


IPCA 2014e: 6.38%
2015e vs. 2014e: 1.26%4
IPCA (average) 2015e: 6.50%
CAGR 2010-15e: 2.70%4
IPCA (average) 2010-15e: 6.23%

INVESTMENTS BUDGET: 2015 Capex budget reviewed by R$10 million


The CAPEX program initiated in 2010 renewed the Company's IT,
operations and service platform
(in BRL million)

2014 budget reaffirmed


Review of 2015 budget: from
R$190 220 million to R$200
230 million
Update of the timeline and budget
of the Companys main projects

Capex is expected to decline in


2016
2016e: R$165 195 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. Considers
the high point 2014 budget IPCA for 2014 and 2015 based on market expectations released by the Central Bank in Dec. 05, 2014; 4 Considers the mid-point of 2015 budget and high point 2014 budget

29

1H14 Expenses Breakdown


Pursuit of greater efficiency and controlling expenses

Prioritization of activities, review of contracts and enhancement of


processes has resulted in greater efficiency
129.8

1H11

1H14

55.4

1H11

21.1

Marketing

1H11

Communicat.

Data
processing

1H11

46.7

1H11
1H14

Real Var.

19.0%

-3.3%

18.8%

-12.0%

-15.9%

-37.7%

-78.4%

-84.0%

Strategic review of marketing activities

-41.9%

-57.0%

Reduced costs from the posting of trading and custody


statements, as a result of changes to the submission process

Diligent process of managing resources and headcount sizing


Average annual wage increase of 7.2% and recognition of
individual talents

Higher expenses with maintenance of new IT platforms

17.7

1H14

1H14

Nominal Var.

154.4

1H14

Third party
services

Personnel
expenditure

R$ MM

Expenses reduction with service providers and deprecation of


legacy IT platforms
Prioritization of activities and projects
Review of contracts

24.1
5.2
12.3
7.1

Includes personnel capitalization and excludes stock option and bonus expenses, Calculated based on the annual wage increase between 2011 and 2013 for personnel expenditure and the IPCA
of services accumulated from July, 2011 to June, 2014 for the other lines of expenses

30

Financial Highlights
Financial solidity combined with return of excess capital to shareholders

Distribution of most of the cash generation, reaffirming the


commitment to return capital to shareholders
Payout
(% of GAAP earnings)
2009: 80%
2010: 100%
2011: 87%
2012: 100%
2013: 80%
9M14: 80%

+
Buyback
Almost 13% of free
float repurchased in
almost 6 years (2H089M14)

Cash Generation after Investments and Interest Payments


(Accumulated between January, 2009 and September, 2014, in R$ million)

Cash Position
R$2,091 MM

Indebtedness
R$1,513 MM

Rating
Moodys
Baa1 (issuer global scale)
Baa2 (issuer BR scale)

Baa1 (global notes)


S&P
BBB+ (counterparty cred.)
A-2 (issuer)

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.
31
Data from September, 2014 and excludes third party resources (investors collateral, resources deposited in the BM&FBOVESPA Bank and others).

REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE


Safety, resilience and transparency

BRAZILIAN MARKET OPPORTUNITIES


Main growth drivers

MAIN GROWTH INITIATIVES


Building an State-of-the-art platform

MAIN GROWTH INITIATIVES


Investments, new products and focus on the customer

OPERATIONAL PERFORMANCE
Notable global exchange

FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders

3Q14 RESULTS
APPENDIX
32

3Q14 Highlights
Solid results in a challenging environment; one-off charge
FINANCIAL HIGHLIGHTS (3Q14 vs. 3Q13)

Total revenue: R$594.7 MM, -0.4%


BM&F seg.: R$228.7 MM, flat
Bovespa seg.: R$263.6 MM, +2.5%
Other: R$102.4 MM, -7.8%

Net revenue: R$546.0 MM, +2.0%


Adjusted expenses: R$146.8 MM, -2.3%
Operating income: R$352.2 MM, +3.2%
EBITDA: R$431.2 MM, +3.4%
(EBITDA margin 79.0%)
Financial Results: R$47.3 MM, -4.6%
Adjusted net income: R$357.4 MM, -11.5%
Adjusted EPS: R$0.195, -7.5%

TAX RELIEF PROGRAM (REFIS) ONE-OFF CHARGE

Dispute related to the deductibility of expenses from


Bovespa Holdings IPO
Amount under dispute reduced from R$123.0 MM to
R$69.2 MM one-off net impact of R$63.1 MM (R$18.1
MM as financial expense and R$45.0 MM as income tax)
VOLUME HIGHLIGHTS

Better volumes quarter-over-quarter for both segments


Oct14 volumes: Bovespa seg. +64.0% yoy (all time high);
and BM&F seg. +38.0% yoy
RETURNING CAPITAL TO SHAREHOLDERS
Payout: R$190.7 MM in 3Q14, 80% of GAAP net income
Share buyback: Jul-Oct14: 12.4 MM shares (0.7% of the
free float) 11.2 MM repurchased in October.
MAIN PROJECTS AND UPDATES
Clearinghouses Integration: derivatives module fully
implemented on August 18, 2014
Indices development: partnership with S&P DJI

Excludes stock options plan cost, depreciation, tax on dividends from CME Group and provisions. According to CVM Rule 527/12 that does not exclude equity method accounting. Excludes deferred
liability recognized in correlation with temporary differences from amortization of goodwill for tax purposes, stock options plan cost, investment in associate (CME Group) accounted under the equity
method of accounting, net of taxes related to dividends and taxes paid overseas to be compensated.

33

Bovespa Segment Performance


Margins positively impacted by the mix effect
AVERAGE DAILY TRADING VALUE (ADTV)
3Q14 vs. 3Q13: +0.8%
Roughly flat at R$7.29 billion, mainly due to:
9.9% increase in average market capitalization
Lower turnover velocity yoy
Volatility related to elections in Brazil positively
impacted volumes from mid-August

TRADING MARGINS (in basis point - bps)


Market
Cash market
Derivatives on single stocks
Options market (stocks / indices)
Forward market
Total Bovespa

3Q14
5.061
13.115
13.145
12.999
5.502

MARKET CAPITALIZATION AND TURNOVER VELOCITY


3Q13
4.991
13.021
13.029
12.999
5.363

3Q14 vs. 3Q13: +2.6%


Trading/post-trade margins impacted by the mix effect:
Lower participation of local institutional investors
Higher participation of equity derivatives
Lower participation of day traders
34

BM&F Segment Performance


Mix effect and FX rate drove RPC down, offsetting ADV growth
AVERAGE DAILY VOLUME (ADV) AND AVERAGE REVENUE PER CONTRACT (RPC)
(in millions of contracts)

3Q14 vs. 3Q13:


ADV: 2.7 million contracts, +7.3%

Contracts with RPC referenced in USD represented ~26%


of derivatives ADV in 3Q14

+47.3% ADV of mini contracts


+38.9% ADV of Interest Rates in USD contracts
RPC: -6.4%

Mix effect: higher participation of lower priced


contracts (mini contracts and options) coupled with
higher participation of day traders
2.5% Real appreciation against USD in the period

REVENUE PER CONTRACT AND FX RATE

MINI CONTRACTS

(in R$)
11.3%

~44% of derivatives revenue was priced in USD in 3Q14


8.6%

9.1%

215.1

202.8

3Q13

4Q13

8.8%

249.4

255.1

1Q14

2Q14

ADV (millions of contracts)


*Average FX rate (R$/US$) in the quarter, considering the closing price for previous month.

11.9%

316.8

3Q14

% Total

35 35

3Q14 Revenue Breakdown


Diversified revenue base
REVENUE BREAKDOWN

CASH EQUITIES TRADING REVENUE


ACCOUNTED FOR
5.9% OF TOTAL

DERIVATIVES REVENUE
(BM&F + Bovespa) ACCOUNTED FOR
43.5% OF THE TOTAL
38.1%: Cash Market
5.9%: Trading
32.2%: Post-Trade
5.7%: Stock and Indices Derivatives
37.8%: Financial/Commodity Derivatives

Total Revenue
R$594.7 million

18.1%: Brazilian Real interest rate contracts


13.5%: FX Contracts
2.9%: USD interest rate contracts
3.3%: Other Financial/Commodity Derivatives
18.4%: Other Revenue
3.2%: Securities Lending
3.1%: Depository, Custody and Back-Office
3.1%: Vendors
2.0%: Listing
1.6%: Trading Access

Trading and Post-trade

36 36

3Q14 Expenses Breakdown


Delivering efficiency on a diligent expense management
(in R$ millions)

Adjusted Expenses (-2.3%)


Adjusted personnel (-2.2%): (i) headcount downsizing;
(ii) reduction to profit-sharing accrual; and (iii) higher
personnel expenses capitalized

Data processing (-11.5%): 3Q13 was impacted by the


concentration of expenses for software service and
maintenance of IT platforms
Communication (-30.3%): reduction in mail service
expenses, reflecting improvements and electronification
of the statements mailing process

Other (+120.0%): higher donations and contributions


including, particularly:
Contribution to the Federal Government educational
program called Cincias sem Fronteiras
Transfer of fines due to failures in the financial and
physical settlement processes, which are now
destined to BSM

*Include expenses with maintenance in general, taxes adjusted by the dividends from CME Group, board and committee members compensation and others.

37

9M14 Expenses Breakdown


Pursuit of greater efficiency and controlling expenses
Prioritization of activities, review of contracts and enhancement of processes has resulted in
greater efficiency
9M14 adjusted expenses grew 2.5% yoy, significantly bellow inflation
Main forces pressuring
expenses

Main factors offsetting


expenses growth

-2.2%

Average annual wage


increase of 7.0%

Diligent management of
assets and headcount
dimensioning; lower profit
sharing

3.5%

-3.0%

Higher expenses from new


IT platforms maintenance
and inflationary contract
adjustments

Review of contracts,
legacy system deprecated

2.9%

-3.6%

Inflationary contract
adjustments

Contracts review

-27.6%

Inflationary contract
adjustments

Improvements and
eletctronification of the
mailing process for
statements successfully
implemented

-23.2%

Inflationary contract
adjustments

Strategic review of
marketing activities;
ongoing process of
expenses review

260.6
264.2

Data
processing

Personnel
expenditure

(in R$ millions)

Third party
Marketing Communicat.
services

Real Var.

Nominal Var.

4.9%

81.3
84.2
25.7
26.5
13.2
-22.8%

10.2
9.9
8.1

-18.0%

Includes personnel capitalization and excludes stock option and bonus expenses, Calculated based on the annual wage increase between 2013 and 2014 for personnel expenditure and the IPCA of services
accumulated from September, 2013 to September, 2014 for the other expenses lines.

38

Financial Highlights
Consistently returning capital to shareholders
CASH AND FINANCIAL INVESTMENTS

RETURNING CAPITAL TO SHAREHOLDERS

(In R$ millions)

Payout

3Q14

2Q14

1,390

360

1,131

404

1,037

909

R$190.7 MM in dividends (80% of the 3Q14 GAAP net


income): payment on November 28th (shareholders
position of November 17th)

3,842

1,055

3,497

1,053

Share Buyback
1Q14

4Q13

3Q13

2,441

2,134

1,686

432

457 359

497 355

897

1,307

1,921

1,960

5,077

4,871
4,498

Market participants cash collateral and others


Subsidiaries
Clearinghouses' required safeguards
Available funds

Mar-Oct14: 41.5 MM shares (R$456.9 MM) under the


current program (up to 100 MM shares until Dec14)
YTD14: 78.4 MM shares (R$827.4 MM) reaching 4.1% of
the free-float

FINANCIAL RESULT
Financial result of R$47.3 MM, down 4.6% from 3Q13,
explained mainly by R$18.1 MM interest payment in
connection with the settlement of a tax dispute under the
REFIS

CAPEX
Clearinghouses required safeguards: growth in line
with additional collateral pledged by market
participants

3Q14: R$47.7 MM (R$153.7 MM in 9M14)


Capex budget ranges:

2014: between R$230 260 MM


2015: between R$200 230 MM
Includes earnings and rights on securities in custody.
Includes third party collateral at BM&FBOVESPA Settlement Bank (Banco BM&FBOVESPA).

39

Resilient IT Infrastructure
Capacity and resilience of the system tested in times of high volatility

Investments in trade and post-trade platforms ensured the resilience


of our systems in a period of messages and trades peaks

486 uninterrupted trading days


Msgs Bovespa Seg. (04/29/14)

Msgs BM&F Seg. (08/13/14)

# of Trades in the Bovespa Seg. (million)


3

Less than three months after


its launch, the new
Clearinghouse has already
handled record volumes in the
BM&F Segment

Oct-27-14
Record # of Trades
2,582,718

# of Trades in the BM&F Seg. (million)


400
300

Oct-16-14
Record # of Trades
376,741

200
1

0
Jan-14 Feb-14Mar-14 Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14

100
0
Jan-14 Feb-14Mar-14 Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14

Until Nov. 13th, 2014

40

Growth Products
Increasing revenue diversification
Products well accepted by clients, with continuous developments to maintain growth
trend

Securities Lending
Tesouro Direto
Market maker for options on single stocks
Exchange traded funds (ETF)
Agribusiness credit bills (LCA)
Real estate investment funds (FII)
Non sponsored Brazilian Depositary Receipts (BDRs N1 NP)

CAGR
(2010-14):

+22.9%

(In R$ millions)

41

Financial Statements
Summary of Balance Sheet (Consolidated)
ASSETS

LIABILITIES AND SHAREHOLDERSEQUITY


(in R$ millions)

9/30/2014

12/31/2013

(in R$ millions)

3,025.6

4,319.5

370.0

1,196.6

Collateral for transactions

2,337.0

2,853.4

Others

318.5

269.5

22,214.7

21,577.2

1,517.3

1,135.4

1,134.2

820.8

383.1

314.6

3,544.6

3,346.3

421.0

423.2

16,731.7

16,672.3

Others

Goodwill

16,064.3

16,064.3

Minority shareholdings

Total Assets

25,240.3

25,896.7 Liabilities and Shareholders equity

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

Others
Investments
Property and equipment
Intangible assets

9/30/2014

12/31/2013

1,888.7

2,710.8

1,333.4

2,073.0

555.3

637.9

Non-current liabilities

4,386.1

3,886.9

Foreign debt issues

1,493.2

1,426.2

Deferred Inc. Tax and Social Contrib.

2,718.7

2,295.8

174.2

165.0

18,965.4

19,298.9

2,540.2

2,540.2

15,213.7

16,056.7

1,196.4

687.3

15.1

14.7

25,240.3

25,896.7

Current liabilities

Others

Shareholders equity
Capital stock
Capital reserve

42

Financial Statements
Net income and adjusted expenses reconciliations
ADJUSTED NET INCOME RECONCILIATION
3Q14

3Q13

238.4 281.6
7.3
5.6
138.6 138.9
(43.7) (38.2)
16.7
15.8
357.4 403.7

Net Income*
Stock options plan
Deferred tax liabilities
Equity in income of investees (net of taxes)
Recoverable taxes paid overseas
Adjusted Net Income

Change
3Q14/3Q13
-15.3%
30.2%
-0.2%
14.3%
5.6%
-11.5%

2Q14
250.1
7.6
138.6
(39.8)
16.3
372.8

Change
3Q14/2Q14
-4.7%
-3.2%
0.0%
9.9%
2.5%
-4.1%

9M14

9M13

744.6
21.8
415.9
(128.1)
51.2
1,105.4

899.4
21.4
416.7
(117.0)
47.4
1,267.9

Change
9M14/9M13
-17.2%
2.0%
-0.2%
9.4%
7.9%
-12.8%

* Attributable to BM&FBOVESPA shareholders.

ADJUSTED EXPENSES RECONCILIATION


3Q14
Total Expenses
Depreciation
Stock options plan
Tax on dividends from the CME Group
Provisions
Adjusted Expenses

193.8
(29.5)
(7.3)
(5.8)
(4.3)
146.8

3Q13
194.1
(32.5)
(5.6)
(5.1)
(0.6)
150.2

Change
3Q14/3Q13
-0.2%
-9.2%
30.2%
13.2%
-2.3%

2Q14
178.2
(28.0)
(7.6)
(5.3)
(3.2)
134.1

Change
3Q14/2Q14
8.7%
5.2%
-3.2%
9.2%
36.7%
9.5%

9M14
558.3
(87.1)
(21.8)
(16.6)
(15.4)
417.4

9M13
543.7
(88.4)
(21.4)
(14.8)
(11.8)
407.3

Change
9M14/9M13
2.7%
-1.5%
2.0%
12.1%
30.4%
2.5%

43

Financial Statements Summary

(in R$ millions)
Net revenues

3Q14

3Q13

Change
Change
2Q14
9M14
3Q14/3Q13
3Q14/2Q14

546.0

535.4

(193.8)

(194.1)

352.2

341.3

64.5%

63.7%

47.3

49.6

-4.6%

59.5

Financial result

449.0

434.2

3.4%

Net income*

238.4

281.6

Adjusted net income

357.4

Adjusted EPS (in R$)


Adjusted expenses

Expenses
Operating income
Operating margin
Equity in income of investees

2.0%

464.8

-0.2% (178.2)
3.2%

9M13

17.5% 1,500.5 1,656.2


8.7%

(558.3)

Change
9M14/9M13
-9.4%

(543.7)

2.7%

942.1 1,112.5

-15.3%

286.6

22.9%

76 bps 61.7%

286 bps

62.8%

67.2%

-438 bps

-20.5%

154.9

129.8

19.3%

391.1

14.8% 1,241.7 1,374.2

-9.6%

-15.3%

250.1

-4.7%

899.4

-17.2%

403.7

-11.5%

372.8

-4.1% 1,105.4 1,267.9

-12.8%

0.195

0.211

-7.5%

0.203

-3.8%

0.601

0.660

-9.0%

(146.8)

(150.2)

-2.3% (134.1)

9.5%

(417.4)

(407.3)

2.5%

744.6

* Attributable to BM&FBOVESPA shareholders.

44

REGULATION, HISTORY, BUSINESS MODEL AND CORPORATE GOVERNANCE


Safety, resilience and transparency

BRAZILIAN MARKET OPPORTUNITIES


Main growth drivers

MAIN GROWTH INITIATIVES


Building an State-of-the-art platform

MAIN GROWTH INITIATIVES


Investments, new products and focus on the customer

OPERATIONAL PERFORMANCE
Notable global exchange

FINANCIAL HIGHLIGHTS
Cost discipline and capital return to shareholders

3Q14 RESULTS
APPENDIX
45

High growth products


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

Real Estate Funds (FIIs)

(ADTV in BRL million)

(ADTV in BRL million)

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

+43.1%
CAGR(09-14): + 85.7%

ETFs
(ADTV in BRL million)
CAGR (10-14): +37.5%

Updated to December 30,2014.

Brazilian Treasury Direct - Tesouro Direto


(Custody in BRL billion)

CAGR (10-14): +12.4%

Agribusiness Credit Bills


(AUM in BRL billion)

CAGR (10-14): +33.5%

46

Bovespa Segment
Raising Capital
PUBLIC OFFERINGS (BRL billion)

PIPELINE: OFFERINGS ANNOUNCED SO FAR TO THE MARKET


There are 5 offerings in the pipeline
IPO:T4U, Ouro Verde, JBS, AZUL and PAR Corretora de Seguros

Additionally, there are 4 Real Estate Funds filed with CVM: estimated value of R$ 700 million
Update to December 30, 2014
Excludes the portion acquired by the Brazilian government in the Petrobras offering, via the transfer of rights in barrels (BRL 74.8 billion).

47

Trading in ADRs of Brazilian companies


Liquidity migration process interrupted
Novo Mercado
Launch
(Dec. 2000)

End of CPMF
(Financial
Transaction Tax)

End of IOF Tax (2%) for


foreign investors
(Dec. 2011)

Sarbanes-Oxley Act
(Jul. 2002)

December14

27.6%
37.0%
9.6%

25.6%

37.3%

63.0%

Source: Bloomberg (in USD


traded value of 35 companies
with ADRs programs )

PUBLIC OFFERINGS IN NUMBER OF COMPANIES


IPOs
Follow ons
Total
Dual Listings

2001
14
14

2002
1
5
6

2003
8
8

2004
7
8
15

2005
9
10
19

2006
26
16
42

2007
64
12
76

2008
4
8
12

2009
6
18
24

2010
11
11
22

2011
11
11
22
-

2012
3
9
12

2013
10
7
17

2014
1
1
2
-

Total
153
138
291
5

48

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

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

49

Products and Services Development


Recent changes in pricing policy and incentives
Products / Market

Main changes

SECURITIES LENDING

Elimination of 0.05% incentive for national lenders (settlement rate for


voluntary loan maintained at 0.25% p.a.)

DMA

Elimination of 10% discount for trades via DMA in Derivatives Market


(BM&F Segment)

MARKET DATA

Price recomposition and pricing of new products and services


Elimination of analysis fee discount on the annual fee

ISSUERS

Creation of analysis fee for Public Tender Offers, IPOs and Follow-ons

Depository

Adjustment of maintenance fees of custody accounts for a certain group


of investors; and creation of fees for ownership transferring within the
depository
50

Clearinghouses Integration and New Risk Model (CORE)


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

1. DETERMINING
THE CLOSEOUT
STRATEGY
T+0

T+1

T+2

T+3

T+4

...

T+N

2. RISK EVALUATION
T+0

T+1

T+2

T+3

T+4

...

T+N

T+1

T+2

T+3

T+4

CLOSEOUT RISK
PERMANENT LOSS

TRANSIENT LOSS

...

Defines the (stress) scenarios associated with


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

Calculates and aggregates intertemporally P&L


associated with each scenario, considering the
defined closeout strategy

3. POTENTIAL P&L
CALCULATION

T+0

Defines the portfolio closeout strategy which,


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

T+N

Result: Two risk measuresmarket and


liquiditythat are estimated both jointly and
consistently

51

www.bmfbovespa.com.br

Departamento de Relaes com Investidores


55 11 2565-4729 / 4418 / 4207/4834
ri@bmfbovespa.com.br

52

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