Dados Econ?mico-Financeiros - Demonstra??es Financeiras em Padr?es Internacionais

You might also like

Download as pdf or txt
Download as pdf or txt
You are on page 1of 68

BM&FBOVESPA S.A.

Bolsa de Valores, Mercadorias e Futuros


The Brazilian Securities, Commodities and Futures Exchange

QUARTERLY
FINANCIAL
REPORT
Three-month period ended
June 30, 2015

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 2Q15
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 or us) for the quarter ended June 30, 2015 (2Q15).

OPERATING PERFORMANCE
Financial and Commodity Derivatives (BM&F Segment)
The average daily volume (ADV) traded on the BM&F segment reached 2.9 million contracts in 2Q15, an increase of 28.2%
over the same period of the previous year (2Q14). The highlights were the groups of Interest Rates in BRL contracts and Mini
Contracts, which increased 35.2% and 74.2%, respectively.
The growth of the Interest Rates in BRL contracts, which accounted for 55.9% of the total volume in 2Q15, affected both short
and long-term contracts, a reflection of the increased level of activity related to higher volatility at different points on the
interest rate curve. The increase in volume of the Mini Contracts group, which includes the FX rates (74.0%) and Stock-based
indices (26.0%), is primarily the result of the entry of new customers.
Average Daily Volume (thousands contracts)
Contracts
Interest Rates in BRL
FX Rates
Stock Indices
Interest Rates in USD
Commodities
Mini Contracts
OTC
TOTAL

2Q15

2Q14

1,622.2
465.7
98.5
252.1
8.9
444.2
11.5
2,903.2

1,200.0
472.7
115.3
204.1
8.9
255.1
8.6
2,264.5

2Q15/2Q14
(%)
35.2%
-1.5%
-14.5%
23.6%
0.1%
74.2%
34.9%
28.2%

1Q15
1,361.1
510.0
95.3
295.8
7.3
437.2
31.2
2,738.0

2Q15/1Q15
(%)
19.2%
-8.7%
3.4%
-14.8%
21.5%
1.6%
-63.0%
6.0%

The average revenue per contract (RPC) grew by 2.2% in comparison with 2Q14. The principal reason behind this increase was
1
the 28.2% depreciation of the Real against the US Dollar , which had a positive impact on the RPC of contracts denominated in
US Dollar, notably FX rates contracts, up by 37.4%, and Interest Rates in USD, up by 39.3%. On the other hand, the average RPC
of Interest Rates in BRL contracts declined by 11.0% during the period, as a result of a higher participation by short-term
contracts whose average RPC is lower than that of long-term contracts.
Revenue Per Contract (R$)
Contracts
Interest Rates in BRL
FX Rates
Stock Indices
Interest Rates in USD
Commodities
Mini Contracts
OTC
OVERALL AVERAGE

2Q15
1.057
3.572
2.258
1.811
2.337
0.192
3.468
1.448

2Q14
1.188
2.600
1.861
1.300
2.572
0.120
2.246
1.416

1Q15/1Q14
(%)
-11.0%
37.4%
21.3%
39.3%
-9.1%
60.2%
54.4%
2.2%

1Q15
1.185
3.121
2.120
1.678
2.551
0.149
2.836
1.489

2Q15/1Q15
(%)
-10.8%
14.5%
6.5%
7.9%
-8.4%
29.0%
22.3%
-2.7%

With regard to investor participation in the trading volume, foreigners continued to be the biggest presence, with a share of
37.5% in 2Q15, raising by 53.9% the average volume of contracts traded. Local institutional investors increased their share to
32.7% in 2Q15, showing growth of 41.5% of the average volume of contracts traded. On the other hand, financial institutions
reduced their share from 31.1% in 2Q14, to 21.8% in 2Q15, and experienced a drop of 8.9% in trading volume.

Takes into account the average variation of the closing PTAX rate at the end of Mar14, Apr14 and May14 (base for 2Q14) and Mar15,
Apr15 and May15 (base for 2Q15).

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 2Q15
Distribution of Average Daily Volume Traded by Investor Category (%)

Equities and Equity Derivatives (Bovespa Segment)


The average daily trading value (ADTV) on the Bovespa Segment reached R$7.1 billion in 2Q15, up by 5.7% over the same
period of the previous year, with a notable increase of 6.1% in the cash market. In the case of equity derivatives, there was a
2
decline of 6.2% in the ADTV, arising primarily from the 15.7% reduction in forward transactions .
Average Daily Trading Value (R$ millions)
Market
Stocks and Equity Deriv.
Cash market
Derivatives
Options market (stocks / indices)
Forward market
Fixed income and other cash-market securities
TOTAL

2Q15

2Q14

7,118.3
6,868.0
250.3
185.1
65.2
6.6
7,124.9

6,738.4
6,471.6
266.7
189.5
77.3
1.3
6,739.7

2Q15/2Q14
(%)
5.6%
6.1%
-6.2%
-2.3%
-15.7%
398.0%
5.7%

1Q15
6,648.8
6,429.5
219.3
155.3
64.0
0.8
6,649.6

1Q15/4Q14
(%)
7.1%
6.8%
14.1%
19.2%
1.8%
747.6%
7.1%

The growth in the ADTV of the cash equity market reflects the higher level of market activity, which can be measured by the
3
4
turnover velocity which stood at 70.5% in 2Q15, versus 66.6% one year earlier. The average market capitalization remained
practically stable (-0.6%) at R$2.4 trillion in 2Q15.
Average market capitalization (R$ trillions) and Turnover velocity (%)

Trading margins in this segment rose from 5.299 basis points in 2Q14, to 5.309 basis points in 2Q15, remaining practically stable.
With regard to the trading volume per investor group, foreigners continue to be the most representative, accounting for 52.2%
of the total volume of the segment, in addition to having raised by 9.0% the trading value over 2Q14, demonstrating that they
were primarily responsible for the higher turnover velocity in the period. Local institutional investors, in turn, the second most
relevant group, with 27.4% of the total, showed a decline of 2.6% in trading value.

A forward transaction involves buying or selling a given quantity of shares, at a fixed price, for settlement within a given maturity period.
Turnover velocity is the result of dividing the annualized volume traded on the cash market during the period, by the average market
capitalization for the same period.
4
Market capitalization is the multiplication of the number of shares issued by listed companies, by their respective market prices.
3

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 2Q15
Distribution of average daily trading value by investor category (R$ billions)

This quarter was also marked by a sharp inflow of foreign investment in the equities market. This movement took place both
through the secondary market, in line with what had taken place in the previous quarter, and through public equity offerings,
since two transactions took place during this period (one initial public offering and one follow-on offering).
Net flow of foreign investments into the equities markets (R$ billions)

Other business lines


Securities Lending
The average financial value of open interest positions in securities lending totaled R$40.3 billion in 2Q15, 18.8% higher than in
2Q14. Securities lending is used by investors for their equity market strategies as borrowers, and by investors that look for
additional income as lenders.
Securities Lending Transactions

Treasury Direct platform (Tesouro Direto)


Tesouro Direto, an investment product jointly developed with the Brazilian Treasury continues to show strong growth. The
average stock in custody stood at R$16.9 billion in 2Q15, up by 39.1% over 2Q14 while the average number of investors rose by
43.8%, from 114.3 thousand, to 164.4 thousand over the same period. BM&FBOVESPA continues to push the development of
Tesouro Direto by adopting incentive programs for it distribution channel.

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 2Q15
Treasury Direct Platform

CONSOLIDATED ECONOMIC AND FINANCIAL PERFORMANCE


Revenues
Total revenue. Reached R$615.4 million in 2Q15, an increase of 19.4% over 2Q14, as a result of higher volumes across
derivatives and equities markets, as well as an increase in revenues from businesses not related to volumes.
Trading and post-trading revenues involving volumes in the derivatives and equities markets accounted for 78.6% of total
revenue for 2Q15, reaching R$484.0 million, an increase of 19.7% over 2Q14.
Revenues from trading, clearing and settlement fees BM&F segment. Amounted to R$258.0 million (41.9% of the total),
up by 33.1% over 2Q14, as a result of a 28.2% increase in the average daily trading volume, combined with a 2.2% increase in
average RPC for the period.
Revenues from trading, clearing and settlement fees Bovespa segment. Amounted to R$240.3 million (39.0% of the total),
growth of 8.3% compared to 2Q14. The revenue related to volumes (trading and post-trading) rose by 7.7% to R$230.7
million, reflecting the 5.7% increase in trading value. In addition, other revenues from this segment amounted to R$9.5
million, up by 26.0%, primarily due to settlement fees of public offerings in 2Q15.
Other revenues. Revenues not tied to volumes reached R$117.1 million (19.0% of the total) in 2Q15, an increase of 17.2%
over the same period of the previous year. The main highlights were:
Securities lending. Rose to R$27.3 million (4.4% of the total), and 27.9% higher than in 2Q14, explained by the 18.8%
increase in the average financial value of open interest positions, coupled with the changes in the pricing policy of this
market, which removed the rebate offered to some customers starting from Jan15.
Depositary. Amounted to R$35.6 million (5.8% of the total), an increase of 20.2% over 2Q14. This performance is the
result of the 45.0% growth in revenues from Tesouro Direto, which reached R$10.2 million in 2Q15, and from
adjustments in the depository prices starting from Apr15.
Market data sales (vendors). Amounted to R$18.8 million (3.0% of the total), up by 10.2% over 2Q14, especially
reflecting the depreciation of the Brazilian Real against the US Dollar in the period, since more than 60% of this revenue is
denominated in US Dollars.
Net revenue: net revenue rose by 19.6% over 2Q14, reaching R$554.6 million in 2Q15.

Expenses
Expenses amounted to R$198.0 million in 2Q15, an increase of 11.9% over 2Q14. The main highlights were:
Personnel and payroll-related charges. Amounted to R$103.2 million in 2Q15, an increase of 20.7% over the same period of
the previous year, primarily reflecting the impacts of the adoption, in 2015, of stock grant as the companys long-term
incentive plan. Expenses with the stock grant plan totaled R$22.1 million in 2Q15 and include: (i) recurring expenses of R$9.9
million referring to the principal amount, and R$9.3 million in payroll taxes provisions to be paid upon delivery of shares to
the beneficiaries; and (ii) non-recurring expenses of R$2.9 million related to the cancellation of the stock options plan, as
detailed in the Notice to the Market of February 4, 2015.
Data processing. amounted to R$30.8 million, an increase of 11.6% over 2Q14, primarily due to higher expenses with the
maintenance of the new Clearing BM&FBOVESPA, whose derivatives phase came on stream in Aug14, as well as the new
Data Center.

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 2Q15
Third-party services: Totaled R$9.9 million, up by 8.3% over 2Q14, due to the hiring of consulting services, in addition to
legal fees.
Taxes. Amounted to R$2.1 million, a drop of 68.9% over the same period of the previous year. As of Jan15, taxes on
dividends received from the CME Group are no longer recognized as expenses, reflecting the changes introduced by Law
12,973/14 (in 2Q14, taxes on dividends received from the CME Group amounted to R$5.3 million, and were treated, under
the previous regime, as an expense) Following these changes, the dividends received from the CME Group began to impact
the income tax and social contribution base of BM&FBOVESPA (see Income tax and social contribution item below).
Others. Amounted to R$15.4 million, up by 58.5% over 2Q14, due to higher energy costs and provisions.

Equity in results of investees


The equity-method investment in CME Group shares amounted to R$40.3 million in 2Q15. As of 2015, also following Law
12,973/14, this line is now calculated based on the after-tax results of the CME Group (up to 2014 the calculation was based on
pre-tax results). Adjusting the comparative base by excluding the income tax impact, the equity in income of investees grew
40.2%, as a result of CME Groups recent operating performance and the Brazilian Reals depreciation versus the US Dollar.

Financial Result
The financial result was R$71.4 million in 2Q15, up by 20.4% over the same period of the previous year. Financial revenues rose
by 38.4%, to R$123.9 million, primarily reflecting the higher interest rates and the average cash during the period. This rise was
partially offset by growth of 73.9% in financial expenses arising from the appreciation of the US Dollar against the Brazilian Real
during this period, which affected the interest due on the debt issued abroad. Moreover, exchange rate variation affected other
asset and liability lines of the balance sheet and, consequently the companys financial revenue and expenses, but with no
material impact on the net financial result.

Income tax and social contribution


Income tax and social contribution taxes amounted to R$150.1 million in 2Q15. Current tax was R$8.4 million, consisting of
R$6.8 million in provisions for tax on dividends received from the CME Group and other adjustments, in addition to R$1.6 million
in taxes with a cash effect. Deferred income and social contribution taxes of R$141.6 million consist of temporary difference in
the fiscal amortization of goodwill, which amounted to R$137.5 million in 2Q15 and the constitution of R$4.1 million in tax
credits, both with no impact on cash.

Net Income
Net income (attributed to the shareholders) of R$318.0 million rose by 27.2% over the same period of the previous year.

PRINCIPAL ITEMS OF THE CONSOLIDATED BALANCE SHEET AS AT JUNE 30, 2015


Asset, Liability and Shareholders' Equity Accounts
The financial profile of BM&FBOVESPA at the close of 2Q15 was absolutely solid, with total assets of R$26,197.8 million and
shareholders equity of R$19,427.5 million, up by 3.7% and 2.3%, respectively, over Dec14.
The main variations in assets, in comparison with the end of 2014, lay (i) in the cash and cash equivalents and financial
investments (current and non-current assets) which amounted to R$4,075.4 million, with no change in the policy for managing
the companys cash and financial investments, while the increase of 5.7% was primarily due to own funds; and (ii) the equity
interest in affiliates (non-current investments) which stood at R$4,407.2 million, an increase of 18.2%, represented in the main
by the investment in shares of the CME Group which was affected by the exchange rate variation during the period and by
equity result on the investment.
Intangible assets consist primarily of goodwill on the expected future profitability generated in the acquisition of Bovespa
Holding. During the second quarter of 2015, management reviewed the most recent external and internal indicators,
corroborating that there was no need to adjust the value of the goodwill.
Current liabilities accounted for 7.4% of total liabilities and shareholders equity, standing at R$1,935.4 million at the close of
2Q15, up by 2.3% over the figure at the end of 2014.

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 2Q15
Non-current liabilities, in turn, accounted for 18.5% of total liabilities and shareholders equity, and amounted to R$4,834.9
million, an increase of 10.3% over Dec14. The more relevant variations occurred in the items of (i) debt issued abroad, which
was affected by the depreciation of the Brazilian real against the US Dollar; and (ii) deferred income and social contribution
taxes on account of having constituted deferred tax arising from the fiscal amortization of the goodwill.
Shareholders equity stood at R$19,427.5 million at the close of 2Q15, a slight increase of 2.3% over the previous year, and
consists primarily of the capital reserve of R$14,279.8 million and capital stock of R$2,540.2 million.

OTHER FINANCIAL INFORMATION


Investments
In 2Q15 investments amounted to R$76.6 million, of which R$75.5 million were concentrated to technology and infrastructure,
especially the equity phase of the new Clearing BM&FBOVESPA. During the first six-month period of 2015 R$119 million were
invested. The investment budget ranges are R$200 million to R$230 million for 2015 and R$165 million to R$195 million for
2016.

Distribution of Earnings and Repurchases of Shares


On August 13, 2015, the Board of Directors approved the payment of interest on equity amounting to R$254.4 million, payable
on September 08, 2015 based on the register of shareholders on August 21, 2015.
In 2Q15, 10.2 million shares were repurchased, and an additional 9.2 million in Jul15, making a total of R$223.1 million. These
shares acquisitions are part of the repurchase program approved by the Board of Directors on December 11, 2014, and in force
and effect until December 31, 2015, and which allows the repurchase of up to 60 million shares, of which 26.2 million have
already been acquired during the year.

OTHER HIGHLIGHTS
Central Counterparty Risk Risk Management
The transactions on the markets operated by BM&FBOVESPA are collateralized by margin deposits in cash, government and
corporate securities, bank sureties and shares, among others. As of June 30, 2015, guarantees deposited amounted to R$283.0
billion, an increase of 16.9% over Dec14. The growth of 17.3% of the volume deposited as margin guarantees with the
derivatives clearinghouse primarily reflect the increase in open positions in practically all groups of contracts. The increase of
16.7% in the equities, corporate debt securities clearinghouse was the result of the higher financial value of open interest
contracts.
Guarantees Deposited with the Clearinghouses

Clearing houses
Equities, corporate debt securities
Derivatives
Forex
Bonds
Total

March 31, 2015


In R$ millions
82,259.9
194,985.2
5,486.0
268.7
282,999.8

December 31, 2014 Variation


In R$ millions
70,504.3
166,213.9
4,855.4
505.6
242,079.2

(%)
16.7%
17.3%
13.0%
-46.8%
16.9%

The role of central counterparty performed by the BM&FBOVESPAs clearinghouses is coordinated by a specifically designated
Executive Board and monitored by the Risks and Finance Committee of the Board of Directors.

Updating the strategic initiatives


BM&FBOVESPA Clearinghouse (post-trade integration): the second phase of the clearinghouses integration, which will migrate
the post-trading of equity and corporate debt securities, is under development and on schedule. According to the timetable, IT
developments should be concluded in 4Q15, when the test phases (certification and parallel production stages) will start. The
final date for the migration will depend on the results of the test processes as well as on regulatory authorization.

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 2Q15
iBalco platform developments: subsequent to the migration of the NDF registration in the past quarter, by Jun15, Swap
registration, with and without central counterparty, migrated to the new derivatives module of the iBalco platform. The
flexibility and calculation functionalities are the most significant advantages of this new platform. In the third quarter of 2015,
Flexible Options, with and without central counterparty, will also migrate to the new platform and benefit from these
advantages.
Enhancements to the price and incentive policies: in line with the announcements made in the second semester of 2014,
BM&FBOVESPA have implemented enhancements to the pricing and incentives policies of the following products and markets:
(i) in 1Q15, removal of discounts to DMA in the BM&F segment, removal of rebates in the securities lending service, issuers
annuity and analysis fees for tender offers and equity offerings (IPOs and follow-ons), options on equity index futures; (ii) in
2Q15, rebalancing of prices charged in Interest Rates in BRL contracts, adjustment in depository service prices, prices for Mini
futures contracts; and (iii) in 3Q15, new commercial policy for Market Data and changes to the OTC derivatives pricing policy
(the last one in late Aug15).
Inflation Futures Contracts: starting in Jun15, inflation contracts linked to price indexes (ndice Nacional de Preos ao
Consumidor Amplo IPCA and ndice Geral de Preos do Mercado IGPM), began to be traded with significant changes to their
characteristics, including the trading period, calculation methodology and tick size. These changes were made after a hearing
with market participants and aim to improve the liquidity of these products.
Market Makers: in order to improve the liquidity of listed products, BM&FBOVESPA has continued to expand market maker
programs. In the case of options on single stocks and indices, there are 19 programs in place, from which 5 were implemented
between Apr15 and Jul15. Recently, we introduced market maker programs for financial and commodity derivatives, which
currently have 4 programs.
Corporate Governance Program for State-Owned Companies: during Jun15, BM&FBOVESPA presented the proposed
framework and rules for an accreditation program related to the corporate governance practices of state-run companies listed
in our Exchange. The aim is to contribute to the process of investors regaining confidence in listed state-owned companies and,
as a consequence, to possibly increase their market value and facilitate the listing of new state-owned companies. These group
of companies represented 16.6% of average market cap in our market in the past 12 months. The proposed program is currently
being reviewed by market participants and other stakeholders (through a public hearing slated to be concluded by the end of
Sep15) and will be continuously followed by an Advisory Committee for Governance of State-Run Companies (Cmara
Consultiva de Mercado de Governana de Estatais).

Sustainability and Private Social Investment


In May15, BM&FBOVESPA concluded its 2014 Greenhouse Gas Emissions Inventory, for which external assurance was obtained.
Some 4,902.68 tons of CO2e were issued, and all emissions not susceptible to reduction will be offset by purchasing carbon
credits. In addition, for the sixth consecutive year, BM&FBOVESPA responded to the CDP questionnaire - Driving Sustainable
Economies (CDP).
th

Within the context of the 10 anniversary of the Corporate Sustainability Index (ISE), the Indicators Platform was launched to
offer statistics on the aggregate performance of the companies that have participated in the index selection process since its
creation in 2005.

INDEPENDENT AUDITORSHIRED
The company and its subsidiaries have retained the independent auditors Ernst & Young Auditores Independentes S.S. to
provide audit services on its financial statements.
The companys policy, and that of its subsidiaries, on retaining external auditing services is based on internationally accepted
principles that preserve the independence of service of this nature and consist of the following practices: (i) the auditor cannot
perform executive and managerial functions either within the Company, or its subsidiaries; (ii) the auditor cannot play an
operational role within the Company and its subsidiaries that might violate the efficacy of the audit service; and (iii) the auditor
must remain impartial avoiding the existence of conflicts of interest and loss of independence and the objectiveness of his
opinions and pronouncements about the financial statements.

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 2Q15
In 2Q15, no services were provided by the independent auditors and related parties other than those involving external
auditing.

Quarterly Information - ITR


BM&FBOVESPA S.A. Bolsa de Valores,
Mercadorias e Futuros
June 30, 2015

Condomnio So Luiz
Av. Presidente Juscelino Kubitschek, 1830
Torre I - 8 Andar - Itaim Bibi
04543-900 - So Paulo - SP - Brasil
Tel: (5511) 2573-3000
ey.com.br

A free translation from Portuguese into English of 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)

Review report on quarterly information


The Board of Directors, Shareholders and Officers
BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros
So Paulo - SP
We have reviewed the accompanying individual and consolidated interim financial information of
BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros (Company), contained in the
Quarterly Information Form (ITR) for the three-month period ended June 30, 2015, which comprise the
balance sheet as at June 30, 2015 and the related income statements and statements of
comprehensive income for the three and six-month periods then ended, and of changes in equity and
of cash flows for the six-month period then ended, including explanatory information.
Management is responsible for the preparation of the individual and consolidated interim financial
information in accordance with Accounting Pronouncement CPC 21(R1) Interim Financial Reporting
and IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board
(IASB), as well as for the fair presentation of this information in accordance with the rules issued by
the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of Quarterly
Information (ITR). Our responsibility is to express a conclusion on this interim financial information
based on our review.
Scope of review
We conducted our review in accordance with Brazilian and International Standards on Review
Engagements (NBC TR 2410 and ISRE 2410 - Review of Interim Financial Information Performed by
the Independent Auditor of the Entity). A review of interim financial information consists of making
inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical
and other review procedures. A review is substantially less in scope than an audit conducted in
accordance with standards on auditing and consequently does not enable us to obtain assurance that
we would become aware of all significant matters that might be identified in an audit. Accordingly, we
do not express an audit opinion.

Uma empresa-membro da Ernst & Young Global Limited

Conclusion on the individual and consolidated interim financial information


Based on our review, nothing has come to our attention that causes us to believe that the individual
and consolidated interim financial information included in the quarterly information referred to above
was not prepared, in all material respects, in accordance with CPC 21 (R1) and IAS 34 applicable to
the preparation of Quarterly Information (ITR), and presented consistently with the rules issued by the
Brazilian Securities and Exchange Commission (CVM).
Other matters
Statements of value added
We have also reviewed the individual and consolidated Statements of Value Added (SVA), for the sixmonth period ended June 30, 2015, prepared under the responsibility of Company 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 preparation of Quarterly Information (ITR),
and as supplementary information under IFRS, whereby no SVA presentation is required. These
statements was 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 they was not prepared, in all
material respects, consistently with the overall individual and consolidated interim financial
information.
So Paulo, August 13, 2015.
ERNST & YOUNG
Auditores Independentes S.S.
CRC-2SP015199/O-6

Flvio Serpejante Peppe


Accountant CRC-1SP172167/O-6

Ktia Sayuri Teraoka Kam


Accountant CRC-1SP272354/O-1

BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros


Balance sheets
June 30, 2015 and December 31, 2014
(In thousands of reais)

Note
Assets
Current assets
Cash and cash equivalents
Financial investments
Trade accounts receivable
Other receivables
Taxes recoverable and prepaid
Prepaid expenses

4.a
4.b
5
6
19.d

Noncurrent assets
Long-term receivables
Financial investments
Judicial deposits
Other receivables
Prepaid expenses
Investments
Investments in associate
Investments in subsidiaries
Investment properties

4.b
14.g
6

7.a
7.a
7.b

BM&FBOVESPA
06/30/2015
12/31/2014 (*)

06/30/2015

Consolidated
12/31/2014 (*)

2,925,275
280,648
2,359,630
62,341
13,493
186,301
22,862

2,837,189
497,146
2,019,099
56,597
71,799
166,144
26,404

2,814,499
283,849
2,237,789
63,116
20,212
186,311
23,222

2,785,239
500,535
1,962,229
57,571
72,319
166,154
26,431

22,965,605

22,155,664

23,383,345

22,478,243

1,171,416
1,037,879
128,174
5,363

1,108,397
981,234
119,870
7,293

1,689,958
1,553,791
128,604
2,200
5,363

1,522,541
1,392,763
120,285
2,200
7,293

4,542,183
4,407,208
134,975
-

3,855,549
3,729,147
126,402
-

4,438,602
4,407,208
31,394

3,761,300
3,729,147
32,153

Property and equipment

451,563

418,502

454,342

421,186

Intangible assets
Goodwill
Software and projects

16,800,443
16,064,309
736,134

16,773,216
16,064,309
708,907

16,800,443
16,064,309
736,134

16,773,216
16,064,309
708,907

25,890,880

24,992,853

26,197,844

25,263,482

Total assets

(*) Amounts related to deferred tax liabilities at December 31, 2014 are restated in the balance sheet net of deferred tax assets.

See accompanying notes.

BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros


Balance sheets (Continued)
June 30, 2015 and December 31, 2014
(In thousands of reais)

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
Interest payable on debt issued abroad
Dividends and interest on equity payable
Other liabilities

17
10

11
12
13

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
Other liabilities
Equity
Capital and reserves attributable to shareholders
of BM&FBovespa
Capital
Capital reserve
Revaluation reserves
Income reserves
Treasury shares
Other comprehensive income
Proposed additional dividend
Retained earnings
Non-controlling interests

Total liabilities and equity

12
19
14
18.c
13
15

BM&FBOVESPA
06/30/2015
12/31/2014 (*)

06/30/2015

Consolidated
12/31/2014 (*)

1,643,674
1,295,480
48,186
34,700
107,943
24,937
3,924
55,805
1,654
71,045

1,635,426
1,321,935
46,289
66,146
71,808
24,116
47,368
1,687
56,077

1,935,384
1,295,480
48,186
34,836
108,414
25,880
6,018
55,805
1,654
359,111

1,891,833
1,321,935
46,289
66,241
72,273
25,413
2,129
47,368
1,687
308,498

4,829,132

4,377,918

4,834,942

4,383,246

1,892,694
2,752,197
108,532

1,619,123
2,584,525
97,661

1,892,694
2,752,197
114,342

1,619,123
2,584,525
102,989

29,988
45,721

28,371
48,238

29,988
45,721

28,371
48,238

19,418,074

18,979,509

19,427,518

18,988,403

2,540,239
14,279,844
20,481
990,770
(261,196)
1,473,758
374,178
19,418,074
-

2,540,239
15,220,354
20,774
990,770
(983,274)
1,004,705
185,941
18,979,509
-

2,540,239
14,279,844
20,481
990,770
(261,196)
1,473,758
374,178
19,418,074
9,444

2,540,239
15,220,354
20,774
990,770
(983,274)
1,004,705
185,941
18,979,509
8,894

25,890,880

24,992,853

26,197,844

25,263,482

(*) Amounts related to deferred tax liabilities at December 31, 2014 are restated in the balance sheet net of deferred tax assets.

See accompanying notes.

BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros


Income statements
Quarters and periods ended June 30, 2015 and 2014
(In thousands of reais, unless otherwise stated)

Revenues
Expenses
General and administrative
Personnel and charges
Data processing
Depreciation and amortization
Third-party services
Maintenance in general
Communications
Promotion and publicity
Taxes
Board and committee members compensation
Sundry

Note

2nd quarter

20

544,764

BM&FBOVESPA
2015
2014
Accumulated
Accumulated
balance
2nd quarter (*)
balance (*)
1,055,772

455,946

936,266

(193,799)

(410,251)

(172,679)

(353,134)

21

(99,939)
(30,326)
(27,708)
(9,473)
(3,103)
(1,023)
(1,670)
(1,799)
(2,500)
(16,258)

(223,651)
(58,729)
(57,904)
(16,240)
(5,937)
(3,335)
(3,212)
(2,977)
(4,407)
(33,859)

(82,719)
(27,148)
(27,615)
(8,771)
(2,558)
(2,840)
(2,475)
(6,381)
(2,223)
(9,949)

(164,784)
(54,099)
(56,733)
(16,976)
(5,437)
(7,003)
(5,028)
(13,108)
(4,292)
(25,674)

Equity pickup

45,082

95,362

47,987

100,993

Financial result
Financial income
Financial expenses

22

70,429
122,649
(52,220)

131,559
230,326
(98,767)

58,816
88,759
(29,943)

106,372
167,171
(60,799)

466,476

872,442

390,070

790,497

(148,486)
(6,854)
(141,632)

(274,976)
(17,014)
(257,962)

(139,904)
(16,253)
(123,651)

(284,066)
(34,500)
(249,566)

317,990

597,466

250,166

506,431

Net income for the period

317,990

597,466

250,077

506,219

Attributable to:
Shareholders of BM&FBOVESPA - Continuing operations
Shareholders of BM&FBOVESPA - Discontinued operations

317,990
-

597,466
-

250,166
(89)

506,431
(212)

Income before income tax and social contribution


Income tax and social contribution
Current
Deferred

19.c

Net income from continuing operations


Net income (loss) from discontinued operations

(89)

(212)

(*) Balances for the 2nd quarter and accumulated of 2014 have been restated in accordance with CPC 31 - Discontinued
Operations (Note 24).

See accompanying notes.

BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros


Income statements
Quarters and periods ended June 30, 2015 and 2014
(In thousands of reais, unless otherwise stated)

Revenues

Note

2nd quarter

20

544,634

2015
Accumulated
balance
1,075,077

Consolidated
2014
Accumulated
2nd quarter (*)
balance (*)
463,929

952,485

(198,017)

(419,438)

(176,957)

(361,690)

21

(103,203)
(30,774)
(28,104)
(9,900)
(3,302)
(1,046)
(1,714)
(2,056)
(2,500)
(15,418)

(230,042)
(59,627)
(58,697)
(17,035)
(6,349)
(3,378)
(3,345)
(3,558)
(4,407)
(33,000)

(85,526)
(27,582)
(28,017)
(9,143)
(2,757)
(2,876)
(2,502)
(6,601)
(2,223)
(9,730)

(170,461)
(54,966)
(57,537)
(17,598)
(5,845)
(7,078)
(5,130)
(13,605)
(4,292)
(25,178)

Equity pickup

40,344

87,232

45,037

95,208

Financial result
Financial income
Financial expenses

22

71,359
123,877
(52,518)

132,944
232,608
(99,664)

59,292
89,500
(30,208)

107,065
168,607
(61,542)

468,320

875,815

391,301

793,068

(150,052)
(8,420)
(141,632)

(277,799)
(19,837)
(257,962)

(140,928)
(17,277)
(123,651)

(286,251)
(36,685)
(249,566)

318,268

598,016

250,373

506,817

Net income for the period

318,268

598,016

250,216

506,438

Attributable to:
Shareholders of BM&FBOVESPA - Continuing operations
Shareholders of BM&FBOVESPA - Discontinued operations
Non-controlling interests - Continuing operations
Non-controlling interests - Discontinued operations

317,990
278
-

597,466
550
-

250,166
(89)
207
(68)

506,431
(212)
386
(167)

0.177076
0.175748

0.332645
0.330151

Expenses
General and administrative
Personnel and charges
Data processing
Depreciation and amortization
Third-party services
Maintenance in general
Communications
Promotion and publicity
Taxes
Board and committee members compensation
Sundry

Income before income tax and social contribution


Income tax and social contribution
Current
Deferred

19.c

Net income from continuing operations


Net income (loss) from discontinued operations

Earnings per share attributable to shareholders of


BM&FBOVESPA (in R$ per share)
Basic earnings per share
Diluted earnings per share

(157)

(379)

15.h
0.136228
0.135604

0.275160
0.274691

(*) Balances for the 2nd quarter and accumulated of 2014 have been restated in accordance with CPC 31 - Discontinued
Operations (Note 24).

See accompanying notes.

BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros


Statements of comprehensive income
Quarters and periods ended June 30, 2015 and 2014
(In thousands of reais)

Note
Net income for the period
Other comprehensive income (loss) to be reclassified to P&L for the
year in subsequent periods
Exchange rate variation on investment in foreign associate
Hedge of net foreign investment
Tax effect on hedge of net foreign investment
Cash flow hedge, net of taxes
Comprehensive income of foreign associate
Mark-to-market of available-for-sale financial assets, net of taxes

4
7
7

2nd quarter

2015
Accumulated
balance

BM&FBOVESPA
2014
Accumulated
2nd quarter
balance

317,990

597,466

250,077

506,219

(97,031)

469,053

(58,255)

(136,818)

(148,516)
64,505
(21,932)
(579)
8,848
643

631,594
(273,197)
92,887
4,401
12,726
642

(86,228)
37,026
(12,589)
(16)
3,553
(1)

(199,836)
85,741
(29,152)
(16)
6,444
1

Total comprehensive income for the period

220,959

1,066,519

191,822

369,401

Attributable to:
Shareholders of BM&FBOVESPA

220,959
220,959

1,066,519
1,066,519

191,822
191,822

369,401
369,401

See accompanying notes.

BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros


Statements of comprehensive income
Quarters and periods ended June 30, 2015 and 2014
(In thousands of reais)

Note
Net income for the period
Other comprehensive income (loss) to be reclassified to P&L for the
year in subsequent periods
Exchange rate variation on investment in foreign associate
Hedge of net foreign investment
Tax effect on hedge of net foreign investment
Cash flow hedge, net of taxes
Comprehensive income of foreign associate
Mark-to-market of available-for-sale financial assets, net of taxes

4
7
7

2nd quarter

2015
Accumulated
balance

2nd quarter

Consolidated
2014
Accumulated
balance

318,268

598,016

250,216

506,438

(97,031)

469,053

(58,255)

(136,818)

(148,516)
64,505
(21,932)
(579)
8,848
643

631,594
(273,197)
92,887
4,401
12,726
642

(86,228)
37,026
(12,589)
(16)
3,553
(1)

(199,836)
85,741
(29,152)
(16)
6,444
1

Total comprehensive income for the period

221,237

1,067,069

191,961

369,620

Attributable to:
Shareholders of BM&FBOVESPA
Non-controlling interests

221,237
220,959
278

1,067,069
1,066,519
550

191,961
191,822
139

369,620
369,401
219

See accompanying notes.

BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros


Statements of changes in equity
Period ended June 30, 2015
(In thousands of reais)

Note
Balances at December 31, 2014
Exchange rate variation on foreign investment
Hedge of investment, net of taxes
Cash flow hedge, net of taxes
Comprehensive income of foreign associate
Mark-to-market of available-for-sale financial
assets, net of taxes

Revaluation
reserve
(Note 15.c)

Capital
reserve

Capital

Attributable to shareholders of BM&FBOVESPA


Income
reserves (Note 15.e)
Treasury
Other
Legal
Statutory
shares
comprehensive
reserve
reserve
(Note 15.b)
income (loss)
(983,274)

Proposed
additional
dividend

Retained
earnings

Noncontrolling
interests

Total

Total
equity

2,540,239

15,220,354

20,774

3,453

987,317

1,004,705

185,941

18,979,509

8,894

18,988,403

631,594
(180,310)
4,401
12,726
642

631,594
(180,310)
4,401
12,726
642

631,594
(180,310)
4,401
12,726
642

469,053

469,053

469,053

(293)

293

Total comprehensive income (loss)


Realization of revaluation reserve - subsidiaries

(182,991)

15.b

Disposal of treasury shares - exercise of stock


options

18.a

(198)

1,094

896

Cancelation of treasury shares

15.b

(903,975)

903,975

(56,198)

(56,198)

(56,198)

137

137

19,724

19,724

(185,941)

(185,941)

Recognition of stock option plan

18.a

137

Recognition of the plan of actions

18.a

19,724

Approval/payment of dividend

15.g

597,466

597,466

(223,581)

(223,581)

2,540,239

14,279,844

20,481

3,453

987,317

1,473,758

374,178

Loss for the period


Allocations of profit:
Dividends
Balances at June 30, 2015

See accompanying notes.

10

15.g

(261,196)

(185,941)

19,418,074

Share buyback

Payment in cash at fair value - Options

(182,991)

550
9,444

(182,991)
896

598,016
(223,581)
19,427,518

BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros


Statements of changes in equity
Period ended June 30, 2014
(In thousands of reais)

Note
Balances at December 31, 2013

Revaluation
reserve
(Note 15.c)

Capital
reserve

Capital

Attributable to shareholders of BM&FBOVESPA


Income
reserves (Note 15.e)
Treasury
Other
Legal
Statutory
shares
comprehensive
reserve
reserve
(Note 15.b)
income (loss)

Proposed
additional
dividend

Retained
earnings

Total

Noncontrolling
interests

Total
equity

2,540,239

16,056,681

21,360

3,453

791,320

(955,026)

680,499

145,703

19,284,229

14,663

19,298,892

(199,836)
56,589
(16)
6,444
1

(199,836)
56,589
(16)
6,444
1

(199,836)
56,589
(16)
6,444
1

Total comprehensive income

(136,818)

(136,818)

(136,818)

Effect on non-controlling interests

(84)

(84)

Exchange rate variation on foreign investment


Hedge of investment, net of taxes
Cash flow hedge, net of taxes
Comprehensive income of foreign associate
Mark-to-market of available-for-sale financial
assets

Realization of revaluation reserve - subsidiaries

(293)

293

Share buyback

15.b

(695,177)

(695,177)

(695,177)

Disposal of treasury shares - exercise of stock


options

18.a

(3,162)

19,264

16,102

16,102

Cancelation of treasury shares

15.b

(859,793)

859,793

Recognition of stock option plan

18.a

14,450

14,450

14,450

Approval/payment of dividend

15.g

(145,703)

(145,703)

(145,703)

506,219

506,219

219

506,438

(204,914)

(204,914)

(204,914)

Net income for the period


Allocations of profit:
Dividends
Balances at June 30, 2014

See accompanying notes.

11

15.g

2,540,239 15,208,176

21,067

3,453

791,320

(771,146)

543,681

301,598

18,638,388

14,798

18,653,186

BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros


Cash flow statements
Periods ended June 30, 2015 and 2014
(In thousands of reais)
Accumulated
balance - 2015

BM&FBOVESPA
Accumulated
balance - 2014 (*)

Accumulated
balance - 2015

Consolidated
Accumulated
balance - 2014 (*)

597,466

506,219

598,016

506,438

57,904
(283)
257,962
(95,362)
19,861
60,850
9,077
394
6,668

56,733
(32)
212
249,566
(100,993)
14,450
44,831
5,950
(20)
(24)

58,697
(283)
257,962
(87,232)
443
19,861
60,850
9,077
394
6,668

57,537
(32)
379
249,566
(95,208)
(315)
14,450
44,831
5,950
36
(24)

Variation in financial investments and collateral for transactions


Variation in in taxes recoverable and prepaid
Variation in accounts receivable
Variation in other receivables
Variation in prepaid expenses
Variation in judicial deposits
Variation in earnings and rights on securities in custody
Variation in suppliers
Variation in provisions for income tax and social contributions payable
Variation in income tax and social contribution
Variation in salaries and social charges
Variation in other liabilities
Variation in provision for tax, civil, and labor contingencies
Variation in post-retirement health care benefits

(177,127)
(20,157)
(6,138)
58,306
5,472
(8,304)
1,897
(31,446)
821
3,924
36,135
12,451
1,794
1,617

391,546
(1,486)
(150)
(12,645)
(9,607)
(5,987)
(3,191)
(3,011)
(4,092)
888
8,922
3,490
1,465

(216,539)
(20,157)
(5,939)
52,107
5,139
(8,319)
1,897
(31,405)
467
3,889
36,141
48,096
2,276
1,617

450,952
(1,480)
(73)
(37,546)
(9,921)
(5,952)
(3,191)
(11,607)
(4,614)
116
860
(14,919)
3,915
1,465

Net cash generated by operating activities

793,782

Note
Cash flow from operating activities
Net income for the period
Adjustments:
Depreciation/amortization
Gain/loss on sale of property and equipment
Gain/loss on disposal of investment
Deferred income tax and social contribution
Equity pickup
Variation in non-controlling interests
Stock option and stock grant plan expenses
Interest expenses
Provision for tax, civil and labor contingencies
Allowance for doubtful accounts
Effect of exchange rate variation on cash flow hedge

8 and 9

19.a
7
18

1,143,034

793,723

1,151,613

Cash flow from investing activities


Proceeds from sale of property and equipment
Payment for purchase of property and equipment
Dividends received
Purchase of software and projects

7
9

Net cash generated by (used in) investing activities

291
(55,079)
53,048
(63,121)

662
(33,829)
111,453
(71,568)

553
(55,470)
53,048
(63,121)

705
(33,850)
109,116
(71,568)

(64,861)

6,718

(64,990)

4,403

896
(56,198)
(182,991)
(209)
(51,830)
(409,555)

16,102
(695,177)
(151)
(46,477)
(350,390)

896
(56,198)
(182,991)
(209)
(51,830)
(409,555)

16,102
(695,177)
(151)
(46,477)
(350,390)

(699,887)

(1,076,093)

(699,887)

(1,076,093)

29,034

73,659

28,846

79,923

Cash flow from financing activities


Disposal of treasury shares - stock options exercised
Payment for cancelation of stock options
Share buyback
Variation in financing
Interest paid
Payment of dividends and interest on equity

18
15.b

Net cash used in financing activities


Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period

111,997

36,774

115,386

41,687

Cash and cash equivalents at end of period

141,031

110,433

144,232

121,610

(*) Balances for the 2nd quarter and accumulated of 2014 have been restated in accordance with CPC 31 - Discontinued Operations (Note 24).

See accompanying notes.

12

BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros


Statements of value added
Periods ended June 30, 2015 and 2014
(In thousands of reais)

Note

Accumulated
balance 2015

BM&FBOVESPA
Accumulated
balance - 2014 (*)

Accumulated
balance - 2015

Consolidated
Accumulated
balance - 2014 (*)

1,171,960

1,043,099

1,192,656

1,060,515

967,307
204,653

861,766
181,333

967,301
225,355

861,760
198,755

121,312

114,217

122,734

115,795

121,312

114,217

122,734

115,795

1,050,648

928,882

1,069,922

944,720

57,904

56,733

58,697

57,537

57,904

56,733

58,697

57,537

5 - Net value added produced by the Company (3-4)

992,744

872,149

1,011,225

887,183

6 - Value added received from others

325,688

268,164

319,840

263,815

95,362
230,326

100,993
167,171

87,232
232,608

95,208
168,607

7 - Total value added to be distributed (5+6)

1,318,432

1,140,313

1,331,065

1,150,998

8 - Distribution of value added

1,318,432

1,140,313

1,331,065

1,150,998

223,651
4,407

164,784
4,292

230,042
4,407

170,461
4,292

378,537
15,604
98,767
223,581
373,885

390,081
13,926
60,799
204,914
212
301,305

382,998
15,938
99,664
223,581
374,435

393,661
14,225
61,542
204,914
379
301,524

1 - Revenues

20

Trading and/or settlement system


Other revenue
2 - Goods and services acquired from third parties
2
Expenses (a)
3 - Gross value added (1-2)
4 - Retentions
Depreciation and amortization

Equity pickup
Financial income

Personnel and charges


Board and committee members compensation
Taxes, charges and contributions (b)
Federal
Municipal
Financial expenses
Interest on equity and dividends
Discontinued operation (Note 24)
Retained net income for the period

7
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).
(*) Balances for the 2nd quarter and accumulated of 2014 have been restated in accordance with CPC 31 - Discontinued Operations (Note
24).

See accompanying notes.

13

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

Operations

BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (BM&FBOVESPA) is a publicly-traded


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).

Preparation and presentation of quarterly information

This quarterly information was approved by the Board of Directors of BM&FBOVESPA on August 13, 2015.
The quarterly information was prepared and is presented in accordance with accounting practices adopted in
Brazil. Additionally, the quarterly information contains the minimum disclosure requirements prescribed by CPC
21 (R1) - Interim Financial Reporting, as well as other information considered relevant. This information does not
include all requirements for annual financial statements and, therefore, should be read in conjunction with the
individual and consolidated financial statements prepared in accordance with International Financial Reporting
Standards (IFRS) and accounting practices adopted in Brazil, issued by the Brazilian Financial Accounting
Standards Board - FASB (CPC), and approved by the Brazilian Securities and Exchange Commission (CVM), for
the year ended December 31, 2014. Accordingly, this quarterly information at June 30, 2015 was not subject to
full reporting, by reason of redundancy in relation to information already presented in the annual financial
statements, and as provided for in the CVM/SNC/SEP Circular Letter No. 003/2011.
The preparation of quarterly information requires the use of critical accounting estimates and also the exercise of
judgment by management in the process of applying the accounting policies of BM&FBOVESPA. No changes
have been recorded in assumptions and judgments by BM&FBOVESPA management in using such estimates for
preparing this quarterly information, in relation to those applied in the financial statements at December 31, 2014,
as disclosed on February 10, 2015.
Deferred tax assets and liabilities related to income are presented net in the financial statements, in accordance
with the criteria set out in CPC 32/IAS 12. As a consequence, BM&FBOVESPA is restating the balances
disclosed in the financial statements as of December 31, 2014, as follows:

14

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)
Balance
disclosed at
12/31/2014

Balance
restated at
12/31/2014

Restatement
effects

Assets
Current assets
Noncurrent assets
Deferred income tax and social contribution

2,837,189
22,430,445
274,781

(274,781)
(274,781)

2,837,189
22,155,664
-

Total assets

25,267,634
-

(274,781)

24,992,853

1,635,426
4,652,699
2,859,307

(274,781)
(274,781)

1,635,426
4,377,918
2,584,526

Equity

18,979,509

18,979,509

Total liabilities and equity

25,267,634
-

(274,781)

24,992,853

Liabilities and equity


Current liabilities
Noncurrent liabilities
Deferred income tax and social contribution

(a)

Consolidated quarterly information

The consolidated quarterly information includes the balances of BM&FBOVESPA and its subsidiaries, as well as
special purpose entities comprising investment funds, as follows:
Ownership %
Subsidiaries and controlled entities
Banco BM&FBOVESPA de Servios de Liquidao e Custdia S.A.
(Banco BM&FBOVESPA)
Bolsa Brasileira de Mercadorias (1)
Bolsa de Valores do Rio de Janeiro - BVRJ (BVRJ)
BM&F (USA) Inc.
BM&FBOVESPA (UK) Ltd.

06/30/2015

100.00
86.95
100.00
100.00

06/30/2014

100.00
53.56
86.95
100.00
100.00

(1) Discontinued operation (Note 24)


Exclusive investment funds:
Bradesco Fundo de Investimento Renda Fixa Letters
BB Pau Brasil Fundo de Investimento Renda Fixa
HSBC Fundo de Investimento Renda Fixa Longo Prazo Eucalipto

(b) Individual quarterly information


In the individual quarterly information (BM&FBOVESPA), subsidiaries are recorded using the equity method.
The same adjustments are made to both individual and consolidated quarterly information so as to reach the same
P&L and equity attributable to shareholders of the parent company.

15

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

Significant accounting practices

The accounting practices and calculation methods used in the preparation of this quarterly information are the
same adopted in preparing the financial statements for the year ended December 31, 2014.

4
a.

Cash and cash equivalents and financial investments


Cash and cash equivalents
Description
Cash and bank deposits in local currency
Bank deposits in foreign currency
Cash and cash equivalents
Bank deposits in foreign
currency - third-party funds (1)
Total cash and bank deposits

BM&FBOVESPA
06/30/2015
12/31/2014

06/30/2015

Consolidated
12/31/2014

11,600
129,431
141,031

98
111,899
111,997

13,480
130,752
144,232

236
115,150
115,386

139,617
280,648

385,149
497,146

139,617
283,849

385,149
500,535

(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.

16

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

b.

Financial investments
Breakdown of financial investments by category, nature and maturity is as follows:
BM&FBOVESPA

Description

No
maturity

Within 3
months

More than More than


3 months 12 months
and up to and up to
12 months
5 years

More
than 5
years

06/30/2015 12/31/2014

Financial assets measured at fair value through profit or loss


Financial investment fund (1)
Interest-bearing account - foreign
deposits
Repurchase agreements (2)

2,168,418

2,168,418

1,910,788

97,724

97,724

33,827

77

Financial Treasury Bills (LFT)

7,957

862,148

175,716

1,045,821

990,418

National Treasury Bills (LTN)

30,825

15

30,840

54,990

National Treasury Notes (NTN)

51

11,938
2,278,080

7,957

30,825

862,163

175,716

11,938
3,354,741

10,182
3,000,333

42,768

42,768

2,320,848

7,957

30,825

862,163

175,716

3,397,509

3,000,333

2,359,630
1,037,879

2,019,099
981,234

Federal government securities

Other investments (3)


Financial assets available for sale:
Equity (5)
Total financial investments
Current
Noncurrent

17

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

Consolidated

Description

No
maturity

More than More than


3 months
12 months
and up to 12 and up to 5
months
years

Within 3
months

More than
5 years

06/30/2015 12/31/2014

Financial assets measured at fair value through profit or loss


Financial investment fund (4)
Interest-bearing account - foreign
deposits
Repurchase agreements (2)

90,930

90,930

100,244

99,227

99,227

35,085

1,908,709

9,493

83

1,918,285

1,676,620

Financial Treasury Bills (LFT)

37,175

1,066,009

221,777

1,324,961

1,147,885

National Treasury Bills (LTN)

34,093

193,751

227,844

320,419

National Treasury Notes (NTN)

51

11,941
202,098

1,945,884

43,586

1,259,843

221,777

11,941
3,673,188

10,185
3,290,489

Financial Treasury Bills (LFT)

3,352

40,762

30,998

75,112

62,869

National Treasury Bills (LTN)

101

71

172

1,278

National Treasury Notes (NTN)

303

37

340

356

42,768
42,768

3,352

101

41,136

31,035

42,768
118,392

64,503

244,866

1,949,236

43,687

1,300,979

252,812

3,791,580

3,354,992

2,237,789
1,553,791

1,962,229
1,392,763

Federal government securities

Other investments (3)


Financial assets available for sale
Federal government securities

Equity (5)

Total financial investments


Current
Noncurrent

(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 of the quarterly information are: (i)
Bradesco FI Renda Fixa Letters R$1,467,527 (R$1,353,384 at December 31, 2014); (ii) BB Pau Brasil FI Renda
Fixa - R$424,168 (R$333,182 at December 31, 2014); (iii) HSBC FI Renda Fixa Longo Prazo Eucalipto
R$185,793 (R$123,976 at December 31, 2014).
(2) Issued by top-tier banks and backed by federal government securities.

18

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)
(3) Refers mainly to investments in gold.
(4) Primary non-exclusive investment funds are: (i) Bradesco Empresas FICFI Referenciado DI Federal, amounting to
R$43,089 (R$45,020 at December 31, 2014); (ii) Araucria Renda Fixa FI - R$917 (R$874 at December 31, 2014);
and (iii) Santander Fundo de Investimento Cedro Renda Fixa - R$46,924 (R$54,333 at December 31, 2014).

(5) Refers to stocks of Bolsa de Comrcio de Santiago, Chile, acquired by BM&FBOVESPA in accordance to
the strategy to explore partnership opportunities with other exchanges.
The federal government securities 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; and the shares are
in the custody of BM&FBOVESPAs Equity and Corporate Debt Clearinghouse.
There was no reclassification of financial instruments between categories in the period.
Derivative financial instruments
Derivative financial instruments comprise future interest rate contracts (DI1) stated at their market values. These
contracts are included in the exclusive fund portfolios and used to cover fixed interest rate exposures, swapping
fixed interest rate for floating interest rate (CDI). The net result between the derivative transactions and the
related financial instrument refers to the short position in future interest rate contracts, with market value negative
of R$52 (positive by R$4,927 at December 31, 2014). DI1 contracts have the same maturity dates as the fixed
interest rate contracts to which they relate.
Financial risk management policy
BM&FBOVESPAs policy for cash investments favors alternatives with very low risk, whose overall performance
is tied to the SELIC/CDI rate, to obtain highly liquid and with sovereign risk, resulting in a significant proportion
of federal government securities in its portfolio, purchased directly, via repurchase agreements backed by
government securities and also through exclusive and non-exclusive funds.
Sensitivity analysis
The table below presents the net exposure of all financial instruments (assets and liabilities) by market risk factors,
classified in accordance with their rates:

Risk factor
Floating interest rate
Fixed interest rate
Foreign exchange
Gold
Inflation

19

Exposure to Risk Factors (Consolidated)


06/30/2015
Risk
Percentage
Lower CDI / Selic rate
95.97%
Higher fixed rate
0.92%
Higher dollar vs.
foreign currency
2.74%
Lower gold price
0.36%
Lower inflation rate
0.01%
100.00%

12/31/2014
Percentage
96.51%
1.82%
1.36%
0.30%
0.01%
100.00%

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)
Interest rate risk
This risk arises from the possibility that fluctuations in future interest rates for the corresponding maturities could
affect the fair value of BM&FBOVESPAs transactions.

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.
The table below shows the possible impacts on profit or loss of a change of 25% and 50% on the probable
scenario for the CDI and SELIC rate, for the next three months:

Impact on financial result


Scenario
Probable
Scenario Scenario
scenario
-50%
-25%
25%
50%
(*)
25,680
38,055
50,144
61,960
73,518

Scenario

Financial investments
Index rates

Risk factor
CDI
CDI

6.91%

10.36%

13.82%

17.27%

20.72%

Impact on financial result


Scenario
Probable
Scenario Scenario
scenario
-50%
-25%
25%
50%
(*)
22,146
32,812
43,288
53,406
63,359

Scenario

Financial investments
Index rates

Risk factor
SELIC
SELIC

7.02%

10.52%

14.03%

17.54%

21.05%

(*) CDI/SELIC indexes were calculated based on future interest rates for the next three months.

Fixed-rate position

Part of BM&FBOVESPAs financial investments bears fixed interest rates. However, in terms of percentage, in
view of the amounts involved, the effects on the portfolio are not considered material.
Currency risk
This risk arises from the possibility of fluctuations in exchange rates in connection with the acquisition of inputs,
product sales and asset and liability financial instruments could have an impact on the related amounts in local
currency.

20

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)
In addition to the amounts payable and receivable in foreign currencies, including interest payments on the senior
unsecured notes in the next six-month period, BM&FBOVESPA has third-party deposits in foreign currency to
guarantee the settlement of transactions by foreign investors and also own funds abroad. At June 30, 2015, the net
exposure of BM&FBOVESPA in foreign currency is R$45,658 (negative by R$10,251 at December 31, 2014). In
view of the net amounts involved, the effects on the portfolio are not considered material.
Liquidity risk
The following table shows the main financial liabilities of BM&FBOVESPA Group by maturity, represented by
non-derivative financial liabilities, on an undiscounted cash flows basis:

No maturity

Collateral for transactions


Debt issued abroad (1)

Within 1
year

From 1 to
2 years

From 2
to 5
years

Above 5
years

1,295,480
106,174

105,884

317,942 1,955,649

(1) Amounts converted by PTAX sale closing rate.

Credit risk and capital management


The financial investments of BM&FBOVESPA have allocation of approximately 95% linked to federal
government securities, with overall performance linked to the CDI/Selic rate, in order to obtain high liquidity and
sovereign risk. These assets have ratings set by Standard & Poors and Moodys of BBB+ and Baa2,
respectively, for long-term issues in local currency and characterized as investment grade.
The issue of Senior Notes (Note 12) was linked to increasing equity interest in CME in July 2010 and the creation
of a strategic partnership between the companies. In addition, it serves as a natural hedge for the USD exposure
generated by the increased investment in CME Group.
Cash flow hedge
In January 2015, BM&FBOVESPA has allocated part of its cash in foreign currency to cover foreign exchange
impacts of certain firm commitments in foreign currency (cash flow hedge), in accordance with IAS 39/CPC 38.
The cash flows, the hedged items, refer to payments to be made until December 31, 2015, even if the agreement
terms exceed that date.
At June 30, 2015, cash flow in foreign currency designated to hedge such commitments amounts to R$47,839 and
the amount recorded under equity is R$4,401, net of tax effects. In the period, the amount of R$180 was
transferred from Other comprehensive income to P&L, and the amount of R$214 was transferred from Other
comprehensive income to non-financial assets, referring to payment flows hedged as from January 2015.

21

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

Trade accounts receivable

Breakdown of accounts receivable is as follows:

06/30/2015

BM&FBOVESPA
12/31/2014

06/30/2015

Consolidated
12/31/2014

Fees
Annual fees
Vendors - Signal broadcasting
Trustee and custodial fees
Other receivables

16,462
903
12,462
25,477
9,692

10,487
2,684
11,433
27,251
9,049

16,462
903
12,462
25,477
10,467

10,487
2,684
11,433
27,251
10,023

Subtotal

64,996

60,904

65,771

61,878

Allowance for doubtful accounts

(2,655)

(4,307)

(2,655)

(4,307)

Total

62,341

56,597

63,116

57,571

Description

The amounts presented above are primarily denominated in Brazilian reais and approximately 90% falls due
within 90 days. At June 30, 2015, the amounts overdue above 90 days totaled R$2,606 (R$4,281 at December 31,
2014) at BM&FBOVESPA.
Changes in allowance for doubtful accounts:
BM&FBOVESPA
and Consolidated
Balance at December 31, 2014
Additions
Reversals
Write-offs
Balance at June 30, 2015

22

4,307
676
(282)
(2,046)
2,655

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

Other receivables

Other receivables comprise the following:


06/30/2015

BM&FBOVESPA
12/31/2014

06/30/2015

Consolidated
12/31/2014

1,215
3,812
8,359
107

61,635
3,677
3,812
2,566
109

230
3,812
8,367
6,009
1,794

61,635
259
3,812
2,566
2,127
1,920

13,493

71,799

20,212

72,319

Noncurrent
Brokers in court-ordered liquidation (1)

2,200

2,200

Total

2,200

2,200

Current
Dividends receivable - CME Group (Note 16)
Receivables - related parties (Note 16)
Properties held for sale
Advances to employees
FX transactions (Banco BM&FBOVESPA)
Other
Total

(1) Balance of accounts receivable from brokers in court-ordered liquidation, which considers the guarantee represented
by the equity certificates pledged by the debtor.

Investments

a. Investments in subsidiaries and associate


Investments in subsidiaries and associate comprise the following:

Companies
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.

Associate
CME Group, Inc. (1)
Recoverable income tax paid
abroad (2)

Total

Adjusted
P&L

Investment
12/31/2014

Accumulated
equity pickup in
2015

Accumulated
equity pickup in
2014 (*)

Equity

Total shares

68,667

24,000

4,224

100

68,667

64,443

4,224

3,272

72,370

115

4,217

86.95

62,926

59,259

3,667

2,630

1,372
2,010

1,000
1,000

98
141

100
100

1,372
2,010

1,095
1,605

98
141

(149)
32

134,975

126,402

8,130

5,785

4,407,208
-

3,729,147
-

87,232
-

60,708
34,500

4,407,208

3,729,147

87,232

95,208

4,542,183

3,855,549

95,362

100,993

65,957,553
-

336,189
-

1,726,637
-

% Ownership

Investment
06/30/2015

5.1

(*) Balances for the 2nd quarter and accumulated of 2014 have been restated in accordance with CPC 31 - Discontinued
Operations (Note 24).

23

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)
Summary of key financial information of subsidiaries and associates at June 30, 2015:

Description

Banco
BM&FBOVESPA

Bolsa de Valores
do Rio de
Janeiro - BVRJ

371,143
302,476
15,166

79,376
7,006
5,531

Assets
Liabilities
Revenues

BM&F
(USA) Inc.
1,372
551

BM&FBOVESPA
(UK) Ltd.

CME Group,
Inc.

2,431
420
937

228,547,134
162,589,581
5,158,693

Changes in investments:

Investments
Balances at December 31, 2014

Banco
BM&FBOVESPA

Subsidiaries
Bolsa de Valores
do Rio de Janeiro
BM&F (USA)
- BVRJ
Inc.

Associate
BM&FBOVESPA
(UK) Ltd.

CME Group,
Inc.

Total

64,443

59,259

1,095

1,605

3,729,147

3,855,549

4,224

3,667

98

141

87,232

95,362

Exchange variation (3)

179

264

631,151

631,594

Comprehensive income (loss) of


associate/subsidiary

12,726

12,726

Dividends Received

(53,048)

(53,048)

68,667

62,926

1,372

2,010

4,407,208

4,542,183

Equity pickup

Balances at June 30, 2015

(1) BM&FBOVESPA holds 5.1% interest in CME Group and recognizes the investment using the equity method in
accordance with CPC 18/IAS 28, because management understands that the strategic aspects of the relationship
between the two companies indicate the existence of significant influence of BM&FBOVESPA over CME Group.
At June 30, 2015, the fair value of the investment based on the market price of shares was R$4,901,942. Even market
value of the investment in CME Group exceeding the carrying amount as from 4 th quarter of 2014,
BM&FBOVESPA management maintained the impairment test as at November 30, 2014, given the appreciation of
the investment value compared to the carrying amount is a recent event. The result of the impairment test did not
indicate any impairment loss on the investment in CME Group. In the 2nd quarter of 2015, management reviewed
the internal and external indicators and concluded that the assumptions and sensitivity analyses considered in the
prior assessment remain adequate, not indicating the need for recording a provision for impairment.
(2) Refers to recoverable tax paid by the foreign associate, according to Law No. 9249/95 and Revenue Procedure No.
1520/14 of the Brazilian Internal Revenue Service (RFB). Law No. 12973 of May 13, 2014 amended taxation rules
governing the equity increase on profits earned abroad through subsidiaries and associates from January 1, 2015, and
in respect of offsetting taxes paid abroad. By virtue of Law No. 12973, which amended the criteria for taxation on
income provided by associates abroad, equity pickup is now calculated based on the associates income after taxes.
(3) In July 2010, BM&FBOVESPA issued debt securities abroad in US dollars to protect part of the foreign exchange
risk on the investment in CME Group (hedge of net investment) through the designation of a non-derivative financial
instrument (debt issuance abroad) as a hedge, as presented in Note 12. The table below shows the sensitivity effects
on comprehensive income arising from the exchange rate variation for the non-hedged portion of the investment in
CME Group:

24

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

Impact on equity
Decrease in exchange rate
Increase in exchange rate
-50%
-25%
25%
50%
Exchange rate
Exchange rate variation on investment in foreign
associate
Exchange variation on hedge of net foreign
investment
Tax effect on exchange variation on hedge of net
foreign investment
Net effect

1.5513

2.3270

3.8783

4.6539

(2,203,604)

(1,101,802)

1,101,802

2,203,604

949,396

474,698

(474,698)

(949,396)

(322,795)

(161,397)

161,397

322,795

(1,577,003)

(788,501)

788,501

1,577,003

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$759 (R$759 at June 30, 2014). Rental income from these properties for
the six-month period ended June 30, 2015 amounted to R$5,530 (R$4,735 at June 30, 2014).

Property and equipment

Changes
Balances at December31, 2014
Additions
Write-offs
Transfer
Reclassifications (Note 9)
Depreciation
Balances at June 30, 2015
At June 30, 2015
Cost
Accumulated depreciation
Net book balance

25

Buildings

Furniture Computer devices


and fixtures
and equipment

Facilities

Other

BM&FBOVESPA
Construction in
progress
Total

244,650
115
(1,106)
57,724
(35)
(18,912)
282,436

15,764
2,232
(2,151)
7,219
(6,624)
16,440

44,688
50,893
(4,499)
20,459
(9,725)
101,816

47,238
10,290
(44,589)
13,370
26,309

27,415
887
(2,548)
(2,874)
(84)
22,796

38,747
958
(37,939)
1,766

418,502
65,375
(10,304)
(35)
(21,975)
451,563

405,543
(123,107)
282,436

48,220
(31,780)
16,440

335,026
(233,210)
101,816

51,331
(25,022)
26,309

63,386
(40,590)
22,796

1,766
1,766

905,272
(453,709)
451,563

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)
Consolidate
Changes
Balances at December31, 2014
Additions
Write-offs
Transfer
Reclassifications (Note 9)
Depreciation
Balances at June 30, 2015
At June 30, 2015
Cost
Accumulated depreciation
Net book balance

Buildings

Furniture Computer devices


and fixtures
and equipment

Facilities

Other

Construction in
progress

244,650
115
(1,107)
57,725
(35)
(18,911)
282,437

15,764
2,274
(2,192)
7,219
(6,624)
16,441

44,688
51,067
(4,671)
20,458
(9,725)
101,817

47,453
10,290
(44,589)
13,335
26,489

29,884
1,062
(2,596)
(2,874)
(84)
25,392

38,747
958
(37,939)
1,766

421,186
65,766
(10,566)
(35)
(22,009)
454,342

405,544
(123,107)
282,437

48,441
(32,000)
16,441

335,256
(233,439)
101,817

52,352
(25,863)
26,489

66,023
(40,631)
25,392

1,766
1,766

909,382
(455,040)
454,342

In the period, BM&FBOVESPA absorbed as part of the project development cost the amount of R$632 related to
the depreciation of equipment used in developing these projects.
BM&FBOVESPAs properties with a carrying amount of approximately R$94,518 were pledged as collateral in
lawsuits. BM&FBOVESPA is not allowed to assign these assets as collateral for other lawsuits or sell them.
The annual depreciation rates of assets classified under property and equipment at June 30, 2015 are the same ones
stated at December 31, 2014.

Intangible assets

Goodwill
The goodwill of R$16,064,309 is attributed 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 independent experts did not indicate the need for
adjustments to the value of goodwill at December 31, 2014. In the 2nd quarter of 2015, the Administration
reviewed the external indicators and internal more recent, thus confirming that there is no need for adjustments to
the goodwill.

26

Total

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)
Software and projects
BM&FBOVESPA and Consolidated

Changes

Cost of software
development
internally
generated

Software internally
generated - projects
completed

Software

Total

Balances at December 31, 2014


Additions
Transfer
Reclassification (Note 8)
Amortization
Balances at June 30, 2015

127,608
61,617
(1,603)
187,622

514,251
1,603
(27,386)
488,468

67,048
5,108
35
(12,147)
60,044

708,907
66,725
35
(39,533)
736,134

At June 30, 2015


Cost
Accumulated amortization
Net book balance

187,622
187,622

610,959
(122,491)
488,468

333,909
(273,865)
60,044

1,132,490
(396,356)
736,134

The balance comprises costs for the acquisition of licenses and development of software and systems, with
amortization rates from 6.67% to 33% per year, and expenditures for the implementation and development in
progress of new systems and software.
In the period, BM&FBOVESPA absorbed as part of the project development cost the amount of R$2,972 related
to the amortization of software used in developing these projects.

10

Earnings and rights on securities in custody

These comprise dividends and interest on equity received from listed companies, which will be transferred to the
custody agents and by them to their clients, who are the owners of the listed companies shares.

11

Provision for taxes and contributions payable

06/30/2015

BM&FBOVESPA
12/31/2014

06/30/2015

Consolidated
12/31/2014

Taxes and contribution withheld at source


PIS and COFINS payable
ISS payable

5,711
16,795
2,431

7,134
14,805
2,177

6,464
16,982
2,434

8,184
15,036
2,193

Total

24,937

24,116

25,880

25,413

Description

27

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

12

Debt issued abroad

The breakdown of debt is unchanged in relation to the one disclosed in the financial statements at December 31,
2014.
The restated loan balance at June 30, 2015 amounts to R$1,948,499 (R$1,666,491 at December 31, 2014), which
includes the amount of R$55,805 (R$47,368 at December 31, 2014) referring to interest incurred until the
reporting date.
The fair value of the debt, calculated using market data, is R$2,036,017 at June 30, 2015 (R$1,737,987 at
December 31, 2014) (Source: Bloomberg).

13

Other liabilities
06/30/2015

BM&FBOVESPA
12/31/2014

06/30/2015

Consolidated
12/31/2014

Current
Deferred income - annual fees
Payables to related parties (Note 16)
Purchase of treasury shares payable
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

14,830
17,250
10,685
5,460
5,640
8,192
1,838
7,150

10, 150
15,763
5,455
5,361
8,192
1,838
9,318

14,830
17,067
10,685
5,460
5,640
8,192
1,838
138,441
142,848
6,007
8,103

10, 150
15,763
5,455
5,361
8,192
1,838
106,400
141,296
4,252
9,791

Total

71,045

56,077

359,111

308,498

Noncurrent
Payables to related parties (Note 16)

45,721

48,238

45,721

48,238

Total

45,721

48,238

45,721

48,238

(1) 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) Refer to open market funding made by Banco BM&FBOVESPA, comprising repurchase agreements maturing on July
1, 2015 (January 2, 2015 for 2014) and backed by Financial Treasury Bills (LFT) and National Treasury Bills (LTN).

28

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

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. Provisions for tax, civil and labor contingencies


BM&FBOVESPA and its subsidiaries are defendants in a number of legal and administrative proceedings
involving labor, tax and civil matters arising in the ordinary course of business.
The legal and administrative proceedings are classified by their likelihood of loss (probable, possible or
remote), based on the assessment by BM&FBOVESPAs legal department and external legal advisors, using
parameters such as previous legal decisions and the history of loss in similar cases.
The proceedings in which the loss is evaluated as probable 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;

Civil proceedings mainly relate to aspects of civil liability of BM&FBOVESPA and its subsidiaries;

Tax proceedings mostly relate to PIS and COFINS levied on (i) BM&FBOVESPA revenues and (ii)
receipt of interest on equity.

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:
BM&FBOVESPA

Balances at December 31, 2014


Provisions
Provision expenditure
Reversal of provisions
Reassessment of risks
Monetary restatement
Balances at June 30, 2015

29

Civil
8,791
548
9,339

Labor
30,675
1,444
(417)
(313)
1,485
1,744
34,618

Legal
obligations
42,084
4,019
1,719
47,822

Tax
16,111
642
16,753

Total
97,661
5,463
(417)
(313)
1,485
4,653
108,532

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)
Consolidated

Balances at December 31, 2014


Provisions
Provision expenditure
Reversal of provisions
Reassessment of risks
Monetary restatement
Balances at June 30, 2015

Civil
14,051
1,027
15,078

Labor
30,743
1,444
(417)
(313)
1,485
1,747
34,689

Legal
obligations
42,084
4,019
1,719
47,822

Tax
16,111
642
16,753

Total
102,989
5,463
(417)
(313)
1,485
5,135
114,342

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:

30

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 June 30,
2015, lawsuits classified as possible loss amount to R$43,867 Company (R$41,822 at December 31,
2014) and R$51,547 Consolidated (R$43,328 at December 31, 2014);

Civil proceedings mainly relate to aspects of civil liability damages. The amount involved in the civil
lawsuits classified as possible losses at June 30, 2015 totals R$166,847 in BM&FBOVESPA (R$134,264
at December 31, 2014) and R$351,406 in the Consolidated (R$354,533 at December 31, 2014);
Major part of the amount at June 30, 2015 and December 31, 2014 is related to three legal proceedings.
The first one refers to the possibility of BM&FBOVESPA being required to deliver its shares (surviving
company of the merger with BM&F S.A.), corresponding to the shares resulting from the conversion of
the membership certificates of a commodities broker in the former BM&F, or indemnify the
corresponding amount, if the cancellation of the certificates in the former BM&F is found to be illegal, as
alleged by a commodities broker in bankruptcy. The second administrative proceeding arises from the
possibility of BVRJ being required to indemnify an investor for alleged omission in an audit report,
brought before the Special Guarantee Fund Commission of BVRJ, of shares that allegedly resulted from
transactions carried out by the investor through a broker, which were not included in the custody account.
The third proceeding involves the possibility of BM&FBOVESPA being sentenced, jointly with BVRJ, to
indemnify the broker, which, for not meeting the requirements, was not authorized to exchange the
membership certificates of BVRJ which it alleged to own, with membership certificates of the then So
Paulo Stock Exchange, which, in turn, would entitle to issue of BM&FBOVESPA shares.

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

The total amount involved in the tax proceedings classified as possible loss at BM&FBOVESPA and on a
consolidated basis is R$732,864 (R$627,470 at December 31, 2014). The main tax proceedings of
BM&FBOVESPA and its subsidiaries refer to the following matters:
(i) classification of the former BM&F and Bovespa, in the period prior to the demutualization, as
taxpayers of the Contribution Tax on Gross Revenue for Social Security Financing (COFINS), which is
the subject matter of two declaratory judgment actions pleading the declaration that the plaintiffs have no
tax obligations owed to the federal tax authorities and seeking non-levy of COFINS on revenue arising
from the exercise of the activities for which they were established, the revenue of which does not fall
under the concept of billing. The amount involved in the aforementioned proceedings at June 30, 2015 is
R$57,764 (R$56,134 at December 31, 2014).
(ii) collection of Withholding Income Tax (IRRF) relating to the calendar year 2008, since the Brazilian
IRS understands that BM&FBOVESPA would be responsible for withholding and paying IRRF on the
supposed capital gain earned by non-resident investors in Bovespa Holding S.A., due to the merger of
shares of Bovespa Holding S.A. into BM&FBOVESPA. The amount involved in this administrative
proceeding at June 30, 2015 is R$188,276 (R$180,117 at December 31, 2014).
(iii) assumed levy of social security contributions on options granted in views of the BM&F S.A. Stock
Option Plan, taken on by BM&FBOVESPA and exercised by the beneficiaries of Plans, in 2007 and 2008,
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. In July
06, 2015, the BM&FBOVESPA took science of decision of CARF, already which has the force of res
judicata, which has dismissed voluntarily brought in the administrative process that discusses the selfinfringement that focused on the incidence of pension contributions, with consequent cancellation of selfinfringement. The self-infringement canceled was classified as chance of loss as possible, and had value
involved in June 30, 2015, of R$99,286 (R$94,828 as of December 31, 2014). The amounts involved in
these administrative proceeding, relating to fine for the non-withholding of income tax, at June 30, 2015
are R$52,878 (R$50,504 at December 31, 2014), assessed as remote loss.
(iv) assumed levy of social security contributions on options granted in views of the BM&F S.A. Stock
Option Plan, taken on by BM&FBOVESPA S.A., and of BM&FBOVESPA S.A. itself, exercised by the
beneficiaries of Plans 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 June 30,
2015 are: (i) R$129,834 (R$123,486 at December 31, 2014), relating to social security taxes allegedly
due, assessed as possible loss, and (ii) R$52,034 (R$49,490 at December 31, 2014), relating to one-time
fine for the non-withholding of income tax, assessed as remote loss.
(v) assumed levy of social security contributions on options granted in views of the BM&F S.A. Stock
Option Plan, taken on by BM&FBOVESPA S.A., and of BM&FBOVESPA S.A. itself, exercised by the
beneficiaries of Plans in 2011 and 2012, 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 June 30,

31

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)
2015 are: (i) R$74,967 (nonexistent proceeding at December 31, 2014), relating to social security taxes
allegedly due, assessed as possible loss, and (ii) R$29,790 (nonexistent proceeding at December 31,
2014), relating to one-time fine for the non-withholding of income tax, assessed as remote loss.
(vi) assumed differences in payment of IRPJ and CSLL stemming from questioning of the limits of
deductibility of interest on equity paid by BM&FBOVESPA to its shareholders in calendar year 2008.
The total amount involved in this administrative proceeding is R$136,816 (R$130,674 at December 31,
2014), including late-payment interest and automatic fine.

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 the amount of R$752,676 for IRPJ
and R$264,736 for CSLL, including for both cases a proportional fine of 75%, one-time fine of 50% and latepayment interest. 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.
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, in the amount of R$1,454,980 for IRPJ and
R$523,793 for CSLL, including for both cases a proportional fine of 75% and late-payment interest.
BM&FBOVESPA was served this tax deficiency notice on April 2, 2015 and on April 30, 2015 filed the
administrative appeal. 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.
BM&FBOVESPA, as successor of the former BOVESPA, and subsidiary BVRJ figure as defendants in a
claim for property damages and pain and suffering filed by Naji Robert Nahas, Selecta Participaes e
Servios SC Ltda., and Cobrasol - Companhia Brasileira de leos e Derivados, on the grounds of alleged
losses in the stock market sustained in June 1989. The amount attributed to the cause by the plaintiffs is R$10
billion. In relation to property damages and pain and suffering claimed, the plaintiffs plead that
BM&FBOVESPA and BVRJ be sentenced in proportion to their responsibilities. A decision was handed
down whereby the claims by the plaintiffs were considered completely unfounded. This decision was
confirmed by the High Court of Justice of Rio de Janeiro State by means of a decision published on December
18, 2009. The plaintiffs filed special and extraordinary appeals, both of which were denied. Interlocutory
appeals were filed with the High Court of Justice and with the Federal Supreme Court of Brazil, and the
appeal was granted for appreciation by the High Court of Justice, so that the special appeal lodged by the
plaintiffs may be examined by a higher court. The special appeal was partially disclosed and was unanimously
denied in connection with this portion. The plaintiffs lodged motions for clarification against this decision,
which were unanimously denied, then they lodged motions for reconsideration which are currently awaiting

32

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)
admissibility at the High Court of Justice. BM&FBOVESPA understands that the likelihood of loss in this
lawsuit is remote.
BM&FBOVESPA, as the successor of Bolsa de Mercadorias e Futuros - BM&F (BM&F) and as disclosed
in its Form of Reference (item 4.3), figures as a defendant in civil public actions and class actions filed in
order to investigate the practice of possible acts of administrative impropriety, and to receive compensation
for alleged damages to the federal treasury as a result of transactions conducted by the Central Bank of Brazil
in January 1999 in the US dollar futures market run by former BM&F. On March 15, 2012, those proceedings
were deemed valid in the trial court and sentenced most of the defendants, among them, BM&F. The total
amount arising from this unfavorable decision is R$7,005 million, and, according to one of the decisions
handed down, the gains that the Central Bank of Brazil obtained by reason of the non-use of international
reserves, amounting to R$5,431 million, may be deducted. BM&FBOVESPA was also ordered to pay a civil
penalty in the amount of R$1,418 million. The figures refer to January 1999 and should be monetarily
restated, including late-payment interest and burden of defeat. BM&FBOVESPA understands that these
proceedings are fully groundless and will not recognize in its quarterly information any provision for such
lawsuits as the risk of loss is remote. Appeals were filed, which have caused the execution of the trial court
judgment to be suspended. Currently, BM&FBOVESPA awaits the analysis of these appeals by the Federal
Court of Appeals of the 1st Region.

g. Judicial deposits
Description
Legal obligations
Tax
Civil
Labor
Total

06/30/2015

BM&FBOVESPA
12/31/2014

06/30/2015

Consolidated
12/31/2014

45,871
71,223
5,392
5,688

40,133
69,022
5,236
5,479

45,871
71,499
5,392
5,842

40,133
69,286
5,236
5,630

128,174

119,870

128,604

120,285

Out of the total judicial deposits, the following are highlighted: (i) R$52,123 (R$50,431 at December 31,
2014) relates to disputes over the classification of the exchanges as subject to payment of COFINS, which are
assessed as possible loss by BM&FBOVESPA, as described in letter e above; and (ii) R$12,631 (R$12,212
at December 31, 2014) refers to cases regarding PIS and COFINS on interest on equity received. Of the total
deposits relating to legal obligations, R$45,428 (R$39,693 at December 31, 2014) relates to the processes in
which BM&FBOVESPA claims non-levy of additional social security contribution on payroll and payments
to self-employed professionals, and challenges the legality of FAP (an index applied to calculate the
occupational accident insurance owed by employers).
Due to the existence of judicial deposits related to tax proceedings classified as possible losses, the total tax
contingencies and legal obligations are less than the total deposits related to tax claims.

33

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

15

Equity

a. Capital
At the meeting held on February 10, 2015, the Board of Directors approved the cancellation of 85,000,000
shares (Note 15 (b)) issued by BM&FBOVESPA, held in treasury, which were purchased under the share
buyback program. Due to such cancellation, the capital of BM&FBOVESPA of R$2,540,239 is now
represented by 1,815,000,000 registered common shares with voting rights and no par value, of which
1,791,261,906 common shares are outstanding at June 30, 2015 (1,808,178,556 common shares at December
31, 2014). At the Special Shareholders Meeting held on April 13, 2015, the shareholders resolved on
amendment of Companys Articles of Incorporation in order to reflect the new number of shares representing
the capital.
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.

b. Treasury shares
Share Buyback Program
At a meeting held on December 11, 2014, the Board of Directors approved the Companys Share Buyback
Program, starting on January 1, 2015 and ending on December 31, 2015. The limit of shares to be repurchased
by BM&FBOVESPA is 60,000,000 common shares, representing 3.3% of the total shares outstanding. Until
June 30, 2015, BM&FBOVESPA acquired 17,020,400 shares, representing 28.4% of the total shares in the
share buyback program.
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

Amount

91,821,444

983,274

6,786,300
(85,000,000)

63,762
(903,975)

Balances at March 31, 2015

13,607,744

143,061

Purchase of shares - Share buyback program


Shares sold - stock options (Note 18)

10,234,100
(103,750)

119,229
(1,094)

Balances at June 30, 2015

23,738,094

261,196

Balances at December 31, 2014


Purchase of shares - Share buyback program
Shares cancelled (Note 15(a))

Average cost of treasury shares (R$ per share)


Market value of treasury shares

34

11.003
278,210

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

c. 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.

e. 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. Other comprehensive income


The purpose is to record the effects of (i) exchange variation of the investments abroad, (ii) hedge accounting
on net foreign investment (Note 12), (iii) cash flow hedge (Note 4), (iv) comprehensive income of associate
and subsidiaries, (v) actuarial gains/losses on post-retirement health care benefits and (vi) marking to market
of financial assets available.

g. Dividends and interest on equity


As provided for in the Articles of Incorporation, shareholders are entitled mandatory minimum dividends of
25% of net income for the year, adjusted under Brazilian Corporation Law.

35

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)
At the General Shareholders Meeting held on March 30, 2015 approval was given to proposed payment of
dividends to shareholders, amounting to R$185,941, a complement of dividends relating to income for the
year ended December 31, 2014, which was paid on April 28, 2015.
The dividends approved in relation to P&L for the six-month period are as follows:
Description
Dividends

Date
approved

Date of
payment

05/14/2015

05/29/2015

Gross per
share (R$)

Total gross
amount

0.124111

Total proposed/approved referring to the 2015 period

223,581
223,581

The management of BM&FBOVESPA did not set up an income reserve for the difference between the
amount recognized as equity pickup and the amount received as dividends arising from the interest held in the
associate CME Group (Note 7).

h. Earnings per share

2nd quarter (*)

Consolidated
2014
Accumulated (*)

597,466
-

250,166
(89)

506,431
(212)

317,990

597,466

250,077

506,219

1,795,780,506

1,796,105,319

1,835,726,059

1,839,727,630

0.177076

0.332645

0.136228

0.275160

2nd quarter (*)

Consolidated
2014
Accumulated (*)

Basic
2nd quarter
Numerator
Net income from continuing operations
Net income from discontinued operations

317,990
-

Net income available to shareholders of


BM&FBOVESPA
Denominator
Weighted average number of outstanding shares
Basic earnings per share (in R$)

Diluted
2nd quarter

2015
Accumulated

2015
Accumulated

Numerator
Net income from continuing operations
Net income from discontinued operations

317,990
-

597,466
-

250,166
(89)

506,431
(212)

Net income available to shareholders of


BM&FBOVESPA

317,990

597,466

250,077

506,219

1,809,348,404

1,809,677,095

1,844,166,794

1,842,868,848

0.175748

0.330151

0.135604

0.274691

Denominator
Weighted average number of outstanding shares
adjusted by effects of stock options plans
Diluted earnings per share (in R$)

(*) Balances for the 2nd quarter and accumulated of 2014 have been restated in accordance with CPC 31 - Discontinued
Operations (Note 24).

36

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

16
a.

Transactions with related parties


Balances and transactions with related parties
Assets /
(liabilities)
06/30/2015

12/31/2014

2nd quarter

2015
Accumulated

2nd quarter (*)

Income /
(expenses)
2014
Accumulated (*)

Banco BM&FBOVESPA de Servios de


Liquidao e Custdia S.A. (1)
Accounts receivable
Interest on equity receivable
Recovery of expenses
Income from fees

984
-

909
2,508
-

2,824
4

5,608
6

2,495
-

4,995
-

BM&F (USA) Inc. (1)


Accounts payable
Sundry expenses

(63)
-

(402)

(556)

(153)

(418)

(120)
-

(743)

(939)

(361)

(609)

1
-

1
-

14

5
(57,501)
-

61,635
(48,245)
-

(291)
(617)
21

(563)
(1,299)
53

(211)
-

(436)
-

210
(5,287)
-

245
(9,904)
-

(1,668)
626

(2,854)
1,485

(1,894)
690

(4,028)
1,440

Associao BM&F
Accounts receivable
Accounts payable
Recovery of expenses
Expenses with courses

3
-

4
(239)
-

8
(323)

22
(381)

19
-

137
-

Other related parties


Accounts receivable
Donations
Recovery of expenses

12
-

10
-

38

(63)
74

31

64

Description

BM&FBOVESPA (UK) Ltd. (1)


Accounts payable
Sundry expenses
Bolsa de Valores do Rio de Janeiro (1)
Accounts receivable
Recovery of expenses
CME Group
Dividends receivable
Accounts receivable
Accounts payable
Financial expenses
Expenses with fees
Income from fees
BM&FBOVESPA Superviso de Mercados
Accounts receivable
Accounts payable
Donation/Contribution
Recovery of expenses

(*) Balances for the 2nd quarter and accumulated of 2014 have been restated in accordance with CPC 31 - Discontinued
Operations (Note 24).
(1) Subsidiaries included in the consolidation process.

37

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)
BM&FBOVESPA follows a policy on transactions with related parties, approved by the Board of Directors, which
aims to establish rules to ensure that all decisions involving related-party transactions and other situations of
potential conflict of interest are taken to the interests of BM&FBOVESPA and its shareholders.
The main recurring transactions with related parties are described below and were carried out under the following
conditions:
The amounts owed by Banco BM&FBOVESPA to BM&FBOVESPA refer to the Companys funds used by
Banco BM&FBOVESPA in performing its activities under a formal agreement signed by the parties.
Other liabilities to CME Group refer to the remaining portion for the acquisition of the perpetual license of
modules related to the multi-asset class electronic trading platform, PUMA Trading System, which was
developed along with CME Group.
BSM has entered into an agreement with BM&FBOVESPA for the transfer and recovery of costs which
establishes the reimbursement to BM&FBOVESPA for expenses incurred for resources and infrastructure
made available to BSM to assist in the performance of its supervision activities. Such costs are determined on a
monthly basis using the methodology specified in the agreement signed by the parties and also include the
activities related to the Mecanismo de Ressarcimento de Prejuzos (Loss Recovery Mechanism) as this
mechanism is administered by BSM.
BM&FBOVESPA makes transfers in order to supplement financing for the activities of BSM and regular
transfers of fines for failure to settle debts and deliver assets by BSM, as set out in Circular Letter 044/2013 of
BM&FBOVESPA.
BM&FBOVESPA monthly pays fees to BM&F (USA) Inc. and BM&FBOVESPA (UK) Ltd. to represent it
abroad by liaising with other exchanges and regulators and assisting in bringing new clients to the Brazilian
capital market.
Associao BM&F, Associao Bovespa, Instituto BM&FBOVESPA and Associao Profissionalizante
BM&FBOVESPA periodically reimburse BM&FBOVESPA for expenses associated with the resources and
infrastructure provided by BM&FBOVESPA to assist them in performing their activities.
BM&FBOVESPA pays the cost of courses taken by its employees directed to the financial and capital markets
offered by Instituto Educacional BM&FBOVESPA, administered by Associao BM&F.

38

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

b.

Key management personnel compensation

Key management personnel include Members of the Board of Directors, Executive Officers, Internal Audit
Officer, Corporate Risk Officer, Officer of BM&FBOVESPA Bank and Human Resources Officer.

Management fees
Short-term benefits (salaries, profit sharing, etc.)
Remuneration based on Stock (1)
Consideration cancellation Stock Options and
labor charges and social welfare (Note 18)

2nd quarter

2015
Accumulated

2nd quarter

2014
Accumulated

7,775
9,036

14,660
17,677

7,756
3,385

14,367
6,622

3,668

33,048

(1) refers to expenditure cleared during the period relating to the remuneration based on actions, increased costs of
labor and social welfare, and stock options to key personnel of the Administration costs these recognized as criteria
described in Note 18.

17

Structure of guarantees

BM&FBOVESPA operating as a central counterparty (CCP) manages four clearinghouses considered


systemically important by the Central Bank of Brazil: BM&FBOVESPA (former Derivatives Clearinghouse),
Foreign Exchange and Securities Clearinghouses and the Equity and Corporate Debt Clearinghouse (CBLC).
In its Circular Letter 046/2014, dated August 07, 2014, the Central Bank of Brazil (BCB) granted
BM&FBOVESPA authorization to operate its new clearinghouse, i.e. BM&FBOVESPA Clearinghouse. The new
clearinghouse is part of the post-trade integration (IPN) project, an initiative adopted by BM&FBOVESPA to start
an integrated clearinghouse that will consolidate the activities performed by the four clearinghouses.
The activities of BM&FBOVESPA Clearinghouse will be limited, in this first phase of the project, to the financial
derivative and commodity market and gold market, including not only both exchange-traded but also OTC
contracts.
On March 5, 2014, according to BM&FBOVESPA Circular Letter No. 003/2014, new versions of
BM&FBOVESPA Clearinghouses rules became effective, aiming towards convergence with international capital
requirement rules under Basel III Accord by financial institutions subject to credit risk of clearinghouses. These
changes were approved by BACEN in January 2014.
The operations in the BM&FBOVESPA markets are secured by margin deposits in cash, government and
corporate securities, letters of guarantee and shares among others. The guarantees received in cash, in the amount
of R$1,295,480 (R$1,321,935 at December 31, 2014), are recorded as a liability under Collateral for
transactions and other non-cash collaterals, in the amount of R$281,704,350 (R$240,757,242 at December 31,
2014), are recorded in memorandum accounts. At June 30, 2015, collaterals amounted to R$282,999,830
(R$242,079,177 at December 31, 2014), as follows:

39

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

a. Collaterals deposited by participants


06/30/2015

Clearing
BM&FBOVESPA

Equity and
Corporate Debt
Clearinghouse
(CBLC)

Foreign
Exchange
Clearinghouse

Asset
Clearinghouse

Government securities
Letters of guarantee
Shares
International securities (1)
Bank Deposit Certificates (CDBs)
Cash amounts deposited
Gold
Other

185,261,826
2,448,774
5,143,872
979,903
1,005,342
19,201
126,307

44,691,521
264,646
427,950
34,283,897
2,306,214
150,321
135,385

5,346,335
139,617
-

268,719
-

Total

194,985,225

82,259,934

5,485,952

268,719

12/31/2014

Clearing
BM&FBOVESPA

Equity and
Corporate Debt
Clearinghouse
(CBLC)

Foreign
Exchange
Clearinghouse

Assets
Clearinghouse

Government securities
Letters of guarantee
Shares
International securities (1)
Bank Deposit Certificates (CDBs)
Cash amounts deposited
Gold
Other

156,814,586
2,542,590
4,696,902
1,177,107
815,294
31,264
136,110

34,636,888
572,310
33,007,191
1,800,371
245,456
121,288
120,835

4,470,253
385,149
-

505,583
-

Total

166,213,853

70,504,339

4,855,402

505,583

(1) American and German government securities as well as ADRs (American Depositary Receipts).

b. Other safeguard mechanisms


i) 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. By the close of business on
August 15, 2014, the resources that represent contributions by the clearing member to the Operating
Performance Fund were automatically allocated as Minimum Non-operating Collateral at the opening of the
BM&FBOVESPA Clearinghouse on August 18, 2014. Minimum Non-operating Collateral is broken down as
follows:

40

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

Breakdown

06/30/2015

12/31/2014

Government securities
Letters of guarantee
Bank Deposit Certificates (CDBs)
Cash amounts deposited

729,542
99,000
3,800
-

725,794
128,500
5,300
4

Amounts deposited

832,342

859,598

Amounts required of participants

660,000

672,000

Amount in excess of the minimum required

172,342

187,598

Fundo de Liquidao (Settlement Fund), comprising collaterals transferred by clearing members and
BM&FBOVESPA funds. By the close of business on August 15, 2014, the resources that represent
contributions by the clearing member to the Settlement Fund were automatically allocated to the Settlement
Fund at the opening of the BM&FBOVESPA Clearinghouse on August 18, 2014. The Settlement Fund is
broken down as follows:

Breakdown

06/30/2015

12/31/2014

Government securities
Letters of guarantee

841,388
23,000

776,632
34,000

Amounts deposited

864,388

810,632

Amounts required of participants


Amount required of BM&FBOVESPA (1)

336,000
336,000

344,000
344,000

Amount in excess of the minimum required

192,388

122,632

(1) Comprising government securities.

Patrimnio Especial (Special equity), in the amount of R$53,811 (R$50,752 at December 31, 2014), in
compliance with the provisions of Article 5 of Law No. 10214 of March 27, 2001 and article 19 of BACEN
Circular No. 3057 of August 31, 2001.

ii) Equity and Corporate Debt Clearinghouse (CBLC)

Joint liability for paying the broker and clearing member that acted as intermediaries, as well as collaterals
deposited by such participants.

Fundo de Liquidao (Settlement Fund), composed of collaterals transferred by clearing members and
BM&FBOVESPA funds, intended to guarantee the proper settlement of transactions.

41

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

Breakdown

06/30/2015

12/31/2014

Government securities

679,346

665,380

Amounts deposited

679,346

665,380

Amounts required of participants


Amount required of BM&FBOVESPA (1)

283,100
283,100

280,400
280,400

Amount in excess of the minimum required

113,146

104,580

(1) Comprising government securities.

Patrimnio Especial (Special equity), in the amount of R$57,525 (R$54,256 at December 31, 2014), in
compliance with the provisions of article 5 of Law No. 10214 of March 27, 2001 and article 19 of BACEN
Circular No. 3057 of August 31, 2001.

iii) Foreign Exchange Clearinghouse

Fundo de Liquidao de Operaes de Cmbio, formerly Fundo de Participao, composed of collaterals


transferred by Foreign Exchange Clearinghouse participants and BM&FBOVESPA funds, intended to
guarantee the proper settlement of transactions.
Breakdown

06/30/2015

12/31/2014

Government securities
Cash amounts deposited

295,868
200

306,762
200

Amounts deposited

296,068

306,962

Amounts required of participants


Amount required of BM&FBOVESPA (1)

103,650
103,650

104,650
104,650

Amount in excess of the minimum required

88,768

97,662

(1) Comprising government securities.

Patrimnio Especial (Special equity), in the amount of R$53,901 (R$50,838 at December 31, 2014), in
compliance with the provisions of article 5 of Law No. 10214 of March 27, 2001 and article 19 of BACEN
Circular No. 3057 of August 31, 2001.

iv) Assets Clearinghouse

42

Fundo Operacional da Clearing de Ativos (Operacional Fund for the Clearinghouse of Assets), in the amount
of R$40,000 at June 30, 2015 and December 31, 2014, intended to hold funds from BM&FBOVESPA to
cover losses arising from participants operational or administrative failures.

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

Patrimnio Especial (Special equity), in the amount of R$37,892 (R$35,737 at December 31, 2014), in
compliance with the provisions of article 5 of Law No. 10214 of March 27, 2001 and article 19 of BACEN
Circular No. 3057 of August 31, 2001.

c. Guarantee funds
Bolsa de Valores do Rio de Janeiro (BVRJ) manages a Guarantee Fund, a special purpose entity without a legal
status. The maximum liability of these Guarantee Funds is limited to the sum of their net assets.

18
a.

Employee benefits
Stock options - long-term benefit

Pursuant to the Notice to the Market published on February 4, 2015, BM&FBOVESPA decided to offer to the
beneficiaries of the Companys Stock Options Plan (respectively Beneficiaries and Options) the following
choices: (i) remaining as holders of their Options, or (ii) cancelling their outstanding Options and receiving an
amount in cash with respect to those Options which had already vested (Vested Options), or receiving shares of
the Company, to be transferred on future dates, with respect to those Options which had not yet vested (Nonvested Options).
Nearly all of the beneficiaries opted for their share cancellation and the shares received with respect to the
cancellation of Non-vested Options were subject to the Stock Grant Plan approved by the Company in an
Extraordinary General Meeting on May 13, 2014.
BM&FBOVESPA believes that the resulting long-term incentive model will more effectively align the interests of
beneficiaries to those of BM&FBOVESPA and its shareholders in the long term, as well as retain key personnel.
The amounts paid in cash and granted in shares for cancellation of the Options, as defined in CPC 10 (R1)
approved by CVM Rule No. 650/10, were calculated based on the fair value (Fair Value) of the Options on
January 5, 2015, and the results of these calculations were reviewed and validated by specialized external
consultants.

43

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)
The cancelled Vested Options resulted in cash payments equivalent to the Fair Value of those Options. The
cancelled Non-vested Options, meanwhile, resulted in the granting of a number of Company shares which was
calculated based on the Fair Value of the Non-vested Options on January 5, 2015 and on the closing price of the
shares on the same date (R$9.22).

Programs
2008
2009
2010
2011
2012
2013
2011
additional
2012
additional
2013
additional
Total

# of
Converted vested options
outstanding Fair value
options
(R$)
Total fair
# of options
(Dec/14)
value (R$)
178,412
4.48
173,412
776,886
621,780
3.72
581,780
2,164,222
7,183,875
1.94
6,498,875
12,607,818
6,484,900
3.37
3,971,275
13,383,197
7,728,386
3.45
3,391,618
11,701,082
9,755,809
4.09
2,414,578
9,875,624
2,113,241
1,936,513
2,971,880
38,974,796

4.90

1,025,300

5,023,970

Converted non-vested
options
# of options

# of shares

2,257,375
4,228,018
7,243,731

825,138
1,582,170
3,213,606

1,025,280

544,906

4.34

1,919,785

903,694

4.87

2,971,880

1,569,771

19,646,069

8,639,285

18,056,838

55,532,798

This does not include 1,259,389 options granted in the past to employees who have been recently terminated by
BM&FBOVESPA, which had term conditions and, therefore, fair values different from those described above. Out of
these, 837,389 options were cancelled, resulting in payment in cash of R$665 while 422,000 options were not
converted, since there was no program enrollment by the terminated employees.
12.5 thousand options were not converted, since there was no enrollment by the beneficiaries.

The shares granted in exchange for the cancelled Non-vested Options will be subject to the same rules in cases of
dismissal, disablement, death or retirement. Furthermore, these shares will have dates for transfer that are the
same as the vesting periods established for each Option program and will be transferred to the Beneficiaries in
January each year: 3,139,275 in 2016; 3,192,082 in 2017; 1,523,046 in 2018; and 784,882 in 2019.
The guidelines and conditions for the cancellation of options, as well as the cash and equity settlement, were
approved by the Board of Directors of BM&FBOVESPA at a meeting held on December 24, 2014, and all of the
actions required for its implementation were approved by the Compensation Committee of the Board of Directors
at a meeting held on February 4, 2015.
BM&FBOVESPA recognized expenses related to grants of the Option Plan in the amount of R$137 for the sixmonth period (R$14,450 at June 30, 2014) and in the amount of R$69 for the quarter (R$7,591 in 2014), matched
against capital reserves in equity.

44

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)
BM&FBOVESPA entered into commitments with beneficiaries to hold them harmless from any potential
liabilities related to assessment notices. At June 30, 2015, the assessment notices amount to R$23.1 million.
Stock Options Summary/Changes

Plan
Program 2008
Program 2009
Program 2010
Program 2011
Program 2012
Program 2013
Board of Directors grant 2013
Additional Program 2011
Additional Program 2012
Additional Program 2013
Total Programs

Nonvested
Outstanding
Vested
options
contracts at
optionsconverted
12/31/2014 cash settled into shares
178,412
621,780
7,183,875
6,484,900
7,728,386
9,755,809
297,000
2,113,241
1,936,513
2,971,880
39,271,796

173,412
581,780
6,861,875
4,190,025
3,485,368
2,497,078
1,087,961
16,728
-

Nonconverted
options

Exercised
Fair value of
in the
Lapsed in
options on
period
the period Outstanding grant date
ended
ended
contracts at
(R$ per
06/30/2015 06/30/2015 06/30/2015
share)

2,257,375
4,228,018
7,243,731
1,025,280
1,919,785
2,971,880

5,000
40,000
322,000
37,500
15,000
15,000
297,000
-

(40,000)
(33,750)
(15,000)
(15,000)
-

(322,000)
-

5,000
3,750
297,000
-

18,894,227 19,646,069

731,500

(103,750)

(322,000)

305,750

Effects arising from the exercise of options

Amount received from the exercise of


options
(-) Cost of treasury shares disposed of
Effect from disposal of shares

1st half of 2015

1st half of 2014

896
(1,094)

16,102
(19,264)

(198)

(3,162)

Pricing model
Stock Options
Major assumptions considered in pricing options are as follows:
a) options were evaluated considering the market parameters in force on every grant date of different Stock Option
Programs;
b) to estimate the risk-free interest rate, the future interest contracts negotiated for the maximum exercise period of
each option were considered; and
c) the maximum exercise period of options granted in each Stock Option Program was considered to be the
maturity term.
The other usual assumptions in connection with pricing models for options were considered, such as lack of
arbitrage opportunities and constant volatility over time.

45

3.71
2.93
4.50
2.79
5.55
3.43
2.98
4.19
6.98
4.33

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

Stock Grant - long-term benefit


The Special Shareholders Meeting held on May 13, 2014 approved the Stock Grant Plan, which replaced the
grant mechanism for the Stock Plan shares as a long-term benefit.
The Stock Plan vests the Board of Directors with power to approve stock grants and manage them, through Stock
Grant Plans, which should define, among other specific conditions: (i) the beneficiaries; (ii) the total number of
BM&FBOVESPA shares under the grant program; (iii) criteria for election of the beneficiaries and determining
the number of shares to be assigned; (iv) splitting shares into lots; (v) vesting periods for the transfer of shares;
(vi) any restrictions on the transfer of shares received by the beneficiaries; and (vii) any provisions on penalties.
For each Stock Program, there should be a minimum total period of three (3) years from the grant date of the
shares in a given program and the last date of transfer of shares granted under the same program. Moreover, a
minimum vesting period of twelve (12) months should be observed from: (i) the grant date of a program and the
first date of transfer of any shares under that Program, and (ii) between each of the transfer dates of shares of that
program after the first transfer.
The Stock Plan also defines a specific mechanism for granting shares to the members of the Board of Directors,
whereby: (i) the members of the Board of Directors are eligible to be beneficiaries of the grant from the date the
General Meeting elects them to office, or another period as defined by the General Meeting; (ii) the beneficiaries
members of the Board of Directors as a whole may annually receive a total 172,700 shares of BM&FBOVESPA,
which will be distributed on a straight-line basis among the members of the Board of Directors, as approved at the
General Meeting; (iii) stock will be granted to members of the Board of Directors in one single lot on the same
dates the Programs approve stock grants to other beneficiaries; (iv) the stock considered in the contracts with
beneficiaries that are members of the Board of Directors will be transferred two years after the end of term of each
Board member in which the contract was executed.
BM&FBOVESPA recognized expenses related to Stock Plan grants in the amount of R$19,724 for the six-month
period and R$9,862 for the quarter, matched with capital reserves in equity, based on the fair value of the share at
the grant date of the plans, charges recognized as personnel expenses in the amount of R$ 17,704 for the sixmonth period and R$9,275 for the quarter, calculated based on the fair value of the share as at June 30, 2015.
BM&FBOVESPA will record the expenses relating to the Stock Grant Program which were granted for
replacement of unvested options of the Stock Option Plan, for the same fair value of options previously granted, in
accordance with CPC 10 (R1)/IFRS 2.

46

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)
Stock Grant Summary/Changes

Program
Stock Grant Converted Options

Stock Grant Converted Additional Options

Stock Grant - Program 2014

Stock Grant Additional Program 2014

Stock Grant Board of Directors Grant 2014

Total

47

Grant date

Grace
Period

01/05/2015
01/05/2015
01/05/2015

01/02/2016
01/02/2017
01/02/2018

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

01/02/2016
01/02/2017
01/02/2018
01/02/2019

01/04/2016
01/02/2017
01/02/2018
01/02/2019

01/04/2016
01/02/2017
01/02/2018

04/30/2017

Canceled in
the period
ended
06/30/2015

Shares
outstanding
contracts at
06/30/2015

Fair value of
shares on
the grant
date (R$
per share)

2,687,425
1,862,287
1,071,202

(67,357)
(49,079)
(26,622)

2,620,068
1,813,208
1,044,580

9.22
9.22
9.22

5,620,914

(143,058)

5,477,856

451,850
1,329,795
451,844
784,882

(2,743)
-

451,850
1,327,052
451,844
784,882

3,018,371

(2,743)

3,015,628

930,290
930,278
930,272
930,265

(3,158)
(3,158)
(3,158)
(3,158)

927,132
927,120
927,114
927,107

3,721,105

(12,632)

3,708,473

384,968
384,968
384,954

384,968
384,968
384,954

1,154,890

1,154,890

172,700

172,700

172,700

172,700

13,687,980

(158,433)

13,529,547

Number of
shares

9.22
9.22
9.22
9.22

9.50
9.50
9.50
9.50

9.50
9.50
9.50

9.50

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

Dilution percentage
06/30/2015
BM&FBOVESPA

Grant date

TOTAL

12/19/2008 03/01/2009 01/03/2011 01/02/2012 01/02/2012 01/02/2013 01/02/2013 01/02/2014 01/02/2014 01/02/2014 01/02/2015 01/02/2015 01/02/2015

Outstanding stock options

5,000

Outstanding shares

Total

5,000

3,750

305,750

806,860

542,163

1,537,256

903,694

3,133,740

1,569,771

297,000
-

3,708,473

1,154,890

172,700

13,529,547

810,610

542,163

1,537,256

903,694

3,133,740

1,569,771

297,000

3,708,473

1,154,890

172,700

Shares in circulation

13,835,297
1,791,261,906

Dilution percentage

0.00%

0.00%

0.00%

0.05%

0.03%

0.09%

0.05%

0.17%

0.09%

0.02%

0.21%

0.06%

0.01%

0.78%

12/31/2014
BM&FBOVESPA

12/19/2008

3/1/2009

178,412

621,780

1/3/2011

1/2/2012

1/2/2012

1/2/2013

1/2/2013

TOTAL

1/2/2014

1/2/2014

1/2/2014

Grant date
Outstanding stock options

7,183,875

6,484,900

2,113,241

7,728,386

1,936,513

9,755,809

2,971,880

297,000

Shares in circulation
Dilution percentage

39,271,796
1,808,178,556

0.01%

0.03%

0.40%

0.37%

0.12%

0.43%

0.11%

0.54%

0.16%

0.02%

Pricing models
Stock Grant
For options granted under the Stock Option Plan, the fair value corresponds to the option closing price on the
grant date.

b.

Supplementary pension plan

The pension plan Fundo de Penso Multipatrocinado das Instituies do Mercado Financeiro e de Capitais
(Mercaprev) is structured as a defined contribution (DC) plan and is sponsored by BM&FBOVESPA among
other entities, with voluntary participation open to all employees.

c.

Post-employment health care benefit

BM&FBOVESPA maintains a post-retirement health care plan for a group of employees and former employees.
At June 30, 2015, the actuarial liabilities related to this plan amounted to R$29,988 (R$28,371 at December 31,
2014), calculated using the following assumptions:
Discount rate
Economic inflation
Medical inflation
Mortality table

48

2014
6.2% p.a.
5.0% p.a.
3.0% p.a.
AT-2000

2013
6.5% p.a.
4.5% p.a.
3.0% p.a.
AT-2000

2.18%

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)
Average life expectancy in years of a pensioner retiring at age 65 is as follows:
Retirement at balance sheet date (age 65)
Retirement in 25 years (age 40 today)

20 years
20 years

The sensitivity of the actuarial liability at December 31, 2014 to the changes in key assumptions is as follows:
0.5% increase
Discount rate
Medical inflation

(1,803)
2,053

0.5% decrease
1,999
(1,832)

Life expectancy +1 Life expectancy -1


Mortality table

19
a.

1,202

(1,181)

Income tax and social contribution


Deferred income tax and social contribution

The balances of deferred tax assets and liabilities are as follows:

06/30/2015

BM&FBOVESPA
and Consolidated
12/31/2014 (*)

22,807
30,581
278,640
48,091

20,360
29,107
185,753
39,561

Deferred tax liabilities


Goodwill amortization (1)
Exchange variation on issue of debt abroad
Marking to market of financial assets available
Other

(3,124,975)
(2,267)
(330)
(4,744)

(2,849,923)
(9,383)

Deferred taxes, net

(2,752,197)

(2,584,525)

Deferred tax assets


Tax, civil and labor contingencies
Tax loss carryforwards
Exchange variation on issue of debt abroad
Other temporary differences

(*) Amounts related to deferred tax liabilities at December 31, 2014 are restated in the balance sheet net of deferred tax
assets.
(1) Deferred income tax and social contribution liabilities arising from temporary differences between the tax base of
goodwill and its carrying amount on the balance sheet, considering that goodwill is still amortized for tax purposes, but
is no longer amortized for accounting purposes as from January 1, 2009, resulting in a tax base smaller than the
carrying amount of goodwill. This temporary difference may result in amounts becoming taxable in future periods,
when the carrying amount of the asset will be reduced or settled, this requiring the recognition of a deferred tax
liability.

49

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)
Changes in deferred tax assets and liabilities during the period:
BM&FBOVESPA
and Consolidated

Deferred tax assets


Tax, civil and labor contingencies
Deferred assets on tax loss carryforwards
Exchange variation on issue of debt abroad
Other temporary differences
Deferred tax liabilities
Goodwill amortization
Exchange variation on issue of debt abroad
Marking to market of financial assets available
Other
Deferred taxes, net

12/31/2014 (*)

Debt (credit) in
the income
statement

Debt (credit) in
comprehensive
income

06/30/2015

20,360
29,107
185,753
39,561

2,447
1,474
8,530

92,887
-

22,807
30,581
278,640
48,091

(2,849,923)
-

(275,052)
-

(9,383)

4,639

(2,267)
(330)
-

(3,124,975)
(2,267)
(330)
(4,744)

(2,584,525)

(257,962)

90,290

(2,752,197)

(*) Amounts related to deferred tax liabilities at December 31, 2014 are restated in the balance sheet net of
deferred tax assets.

b.

Estimated realization period

Deferred income tax and social contribution assets arising from temporary differences are recorded in the books
taking into consideration their probable realization, based on projections of future results prepared based on
internal assumptions and future economic scenarios that may, accordingly, not materialize as expected.
Deferred tax assets (including tax loss carryforwards of R$30,581) are expected to be realized in the amount of
R$8,610 within one year and R$371,509 after one year and realization of deferred tax liabilities is expected to
occur after one year. At June 30, 2015, the present value of the deferred tax assets, considering their expected
realization, is R$224,684.
Since the income tax and social contribution base arises not only from the profit that may be generated, but also
from the existence of nontaxable income, nondeductible expenses, tax incentives and other variables, there is no
immediate correlation between BM&FBOVESPA net income and the income subject to income tax and social
contribution. Therefore, the expected use of tax assets should not be considered as the only indicator of future
income of BM&FBOVESPA.
The balance of goodwill that is deductible for income tax and social contribution purposes amounts to
R$3,965,956 at June 30, 2015 (R$4,774,932 at December 31, 2014).
The realization of the deferred tax liabilities will occur as the difference between the tax base of goodwill and its
carrying amount is reversed, that is, when the carrying amount of the asset is either reduced or settled.

50

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

c.

Reconciliation of income tax and social contribution expense

Reconciliation of the income tax and social contribution amounts recorded in P&L (Company and consolidated)
and their respective amounts at statutory rates are as under:

2nd quarter

2015
Accumulated

2nd quarter (*)

BM&FBOVESPA
2014
Accumulated (*)

466,476
466,476

872,442
872,442

390,070
(89)
389,981

790,497
(212)
790,285

(158,602)

(296,630)

(132,594)

(268,697)

Additions:
Stock option plan
Nondeductible expenses - permanent
Income abroad

(5,212)
(24)
3,763
(8,951)

(10,769)
(47)
7,314
(18,036)

(23,596)
(2,581)
(4,762)
(16,253)

(49,635)
(4,913)
(10,222)
(34,500)

Exclusions:
Equity pickup

15,328
15,328

32,423
32,423

16,286
16,286

34,266
34,266

(148,486)

(274,976)

(139,904)

(284,066)

2nd quarter

2015
Accumulated

2nd quarter (*)

Consolidated
2014
Accumulated (*)

468,320
468,320

875,815
875,815

391,301
(157)
391,144

793,068
(379)
792,689

(159,229)

(297,777)

(132,989)

(269,514)

Additions:
Stock option plan
Nondeductible expenses - permanent
Income abroad

(4,540)
(24)
4,436
(8,952)

(9,681)
(47)
8,402
(18,036)

(23,252)
(2,581)
(4,418)
(16,253)

(49,108)
(4,913)
(9,695)
(34,500)

Exclusions:
Equity pickup

13,717
13,717

29,659
29,659

15,313
15,313

32,371
32,371

(150,052)

(277,799)

(140,928)

(286,251)

Continued operation
Discontinued operation
Income before income tax and social contribution
Income tax and social contribution before additions
and exclusions computed at the statutory rate of 34%

Income tax and social contribution

Continued operation
Discontinued operation
Income before income tax and social contribution
Income tax and social contribution before additions
and exclusions computed at the statutory rate of 34%

Income tax and social contribution

(*) Balances for the 2nd quarter and accumulated of 2014 have been restated in accordance with CPC 31 - Discontinued
Operations (Note 24).

51

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

d.

Taxes recoverable and prepaid

Taxes recoverable and prepaid are as follows:


Description
Prepaid IRPJ/CSLL current year
IRRF Financial investments - current year
IRPJ and CSLL tax losses - prior years
Recoverable taxes paid abroad
PIS/COFINS recoverable
Other taxes
Total

e.

06/30/2015

BM&FBOVESPA
12/31/2014

06/30/2015

Consolidated
12/31/2014

28,083
91,517
60,998
1,324
4,379

28
73,407
2,654
56,260
27,645
6,150

729
28,083
91,517
60,269
1,324
4,389

447
73,407
2,654
55,841
27,645
6,160

186,301

166,144

186,311

166,154

Transitional Taxation Regime (RTT)

Revenue Procedure No. 1397, published September 16, 2013, and Law No. 12973/2013, published May 13,
2014, as passed from Executive Order No. 627/2013, significantly changed the federal tax regulations, especially
insofar as they refer to the adjustments required for termination of the Transitional Taxation Regime introduced
by Law No. 11941, of May 27, 2009. Law No. 12973/2014 will be effective from calendar year 2015 (article
119), with an option for early adoption as of calendar year 2014 (article 75).
Based on management's analysis on the possible tax impacts of the new provisions of Law No. 12973/2014,
BM&FBOVESPA opted for adopting the provisions of articles 1st, 2nd and 4th to 70th of said Law for calendar
year 2014, under the terms and conditions established in the regulation issued by Brazils IRS.

20

Revenue
2nd quarter

2015
Accumulated

2nd quarter

BM&FBOVESPA
2014
Accumulated

Trading and/or settlement system - BM&F


Derivatives
Foreign exchange
Assets

258,014
253,216
4,674
124

508,956
499,424
9,408
124

193,842
190,107
3,735
-

420,276
412,558
7,718
-

Trading and/or settlement system Bovespa (1)


Trading trading fees
Transactions - clearing and settlement
Other

240,255
37,426
193,312
9,517

458,351
72,616
372,771
12,964

221,818
36,386
177,878
7,554

441,490
71,792
354,658
15,040

Other revenues
Securities lending
Securities listing
Depository, custody and back-office
Trading participant access
Vendors - quotations and market information
Other

106,514
27,288
12,526
35,628
9,889
18,760
2,423

204,653
49,494
24,599
66,946
19,719
37,741
6,154

91,350
21,340
11,844
29,636
10,000
17,021
1,509

181,333
42,174
23,636
58,205
19,597
34,266
3,455

Deductions
PIS and COFINS
Service Tax

(60,019)
(52,287)
(7,732)

(116,188)
(101,212)
(14,976)

(51,064)
(44,625)
(6,439)

(106,833)
(93,431)
(13,402)

Revenue

544,764

1,055,772

455,946

936,266

52

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

2nd quarter

2015
Accumulated

2nd quarter (*)

Consolidated
2014
Accumulated (*)

Trading and/or settlement system - BM&F


Derivatives
Foreign exchange
Assets

258,011
253,216
4,671
124

508,950
499,424
9,402
124

193,839
190,107
3,732
-

420,270
412,558
7,712
-

Trading and/or settlement system Bovespa (1)


Trading trading fees
Transactions - clearing and settlement
Other

240,255
37,426
193,312
9,517

458,351
72,616
372,771
12,964

221,818
36,386
177,878
7,554

441,490
71,792
354,658
15,040

Other revenues
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

117,089
27,288
12,526
35,628
9,889
18,760
7,998
5,000

225,355
49,494
24,599
66,946
19,719
37,741
15,160
11,696

99,927
21,340
11,844
29,636
10,000
17,021
6,206
3,880

198,755
42,174
23,636
58,205
19,597
34,266
12,660
8,217

Deductions
PIS and COFINS
Service Tax

(60,721)
(52,868)
(7,853)

(117,579)
(102,364)
(15,215)

(51,655)
(45,106)
(6,549)

(108,030)
(94,403)
(13,627)

Revenue

554,634

1,075,077

463,929

952,485

(*) Balances for the 2nd quarter and accumulated of 2014 have been restated in accordance with CPC 31 - Discontinued Operations (Note 24).

53

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

21

Sundry expenses

Description
Electricity, water and sewage
Contributions and donations
Travel
Sundry provisions (1)
Minimum trading fees BBM
Expenses with entities abroad
Rental
Consumption material
Insurance
Transportation
Other
Total

Description
Electricity, water and sewage
Contributions and donations
Travel
Sundry provisions (1)
Minimum trading fees BBM
Rental
Consumption material
Insurance
Transportation
Other
Total

2nd quarter

2015
Accumulated

2nd quarter

BM&FBOVESPA
2014
Accumulated

4,412
3,297
836
2,825
1,145
857
245
113
220
2,308

8,090
6,082
1,718
9,471
1,495
1,556
404
281
453
4,309

2,359
2,617
784
708
300
514
606
236
118
190
1,517

4,894
6,634
1,442
5,930
603
1,027
1,178
577
255
459
2,675

16,258

33,859

9,949

25,674

2nd quarter

2015
Accumulated

2nd quarter (*)

Consolidated
2014
Accumulated (*)

4,473
3,319
925
2,832
916
260
114
225
2,354

8,205
6,123
1,864
9,484
1,667
439
282
461
4,475

2,403
2,635
838
726
300
687
243
118
195
1,585

4,981
6,669
1,559
5,986
603
1,305
587
256
465
2,767

15,418

33,000

9,730

25,178

(*) Balances for the 2nd quarter and accumulated of 2014 have been restated in accordance with CPC 31 - Discontinued
Operations (Note 24).
(1) Basically refers to the provision for tax, civil and labor contingencies and allowance for doubtful accounts.

54

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

22

Financial result

Financial income
Income from financial assets measured at fair value
Exchange gains
Other financial income

Financial expenses
Interest and exchange variation on foreign debt
Exchange losses
Other financial expenses

Financial income (expenses)

Financial income
Income from financial assets measured at fair value
Exchange gains
Other financial income

Financial expenses
Interest and exchange variation on foreign debt
Exchange losses
Other financial expenses

Financial income (expenses)

2nd quarter

2015
Accumulated

2nd quarter

BM&FBOVESPA
2014
Accumulated

102,639
16,753
3,257
122,649

192,509
31,665
6,152
230,326

77,653
9,172
1,934
88,759

149,050
14,598
3,523
167,171

(30,262)
(19,735)
(2,223)
(52,220)

(60,850)
(34,404)
(3,513)
(98,767)

(21,707)
(6,553)
(1,683)
(29,943)

(44,831)
(12,993)
(2,975)
(60,799)

70,429

131,559

58,816

106,372

2nd quarter

2015
Accumulated

2nd quarter (*)

103,858
16,753
3,266
123,877

194,775
31,665
6,168
232,608

78,389
9,172
1,939
89,500

150,474
14,598
3,535
168,607

(30,262)
(19,735)
(2,521)
(52,518)

(60,850)
(34,404)
(4,410)
(99,664)

(21,707)
(6,554)
(1,947)
(30,208)

(44,831)
(12,994)
(3,717)
(61,542)

71,359

132,944

59,292

107,065

Consolidated
2014
Accumulated (*)

(*) Balances for the 2nd quarter and accumulated of 2014 have been restated in accordance with CPC 31 - Discontinued Operations (Note 24).

23

Segment information

We present below consolidated information based on reports used by the Executive Board for making decisions,
comprising the following segments: Bovespa, BM&F, Institutional and Corporate Products. Due to the nature of
the business, the Executive Board does not use any information on assets and liabilities by segment to support
decision-making.
There were no changes in the segment structure reported in the financial statements as at December 31, 2014.

55

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

June 30, 2015


Consolidated

BM&F Segment
508,950
(51,115)
457,835

Bovespa Segment
458,351
(47,765)
410,586

Institutional and
Corporate Products
Segment
225,355
(18,699)
206,656

Adjusted expense
Depreciation and amortization
Stock Options and Stock Grant
Allowance for doubtful accounts and other provisions
Transfer of fines

(108,672)
(27,559)
(24,044)
(4,458)
-

(84,359)
(19,102)
(18,902)
(5,714)
-

(87,284)
(12,036)
(22,531)
(1,923)
(2,854)

(280,315)
(58,697)
(65,477)
(12,095)
(2,854)

Total expenses

(164,733)

(128,077)

(126,628)

(419,438)

293,102

282,509

80,028

655,639

Trading and/or settlement system


Deductions
Revenue

P&L
Equity pickup

87,232

Financial income

132,944

Income tax and social contribution


Net income for the period

Total
1,192,656
(117,579)
1,075,077

(277,799)
293,102

282,509

80,028

598,016

June 30, 2014


Consolidated (*)

Trading and/or settlement system


Deductions
Revenue
Adjusted expense
Depreciation and amortization
Stock Options
Allowance for doubtful accounts and other provisions
Transfer of fines
Other
Total expense
P&L

BM&F Segment
420,270
(43,031)
377,239

Bovespa Segment
441,490
(46,443)
395,047

Institutional and
Corporate Products
Segment
198,755
(18,556)
180,199

(95,835)
(25,321)
(5,152)
(2,593)
(1,654)
(4,441)

(88,199)
(19,341)
(4,580)
(2,835)
(1,865)
(5,008)

(83,974)
(12,875)
(4,718)
(1,426)
(509)
(1,364)

(268,008)
(56,537)
(14,450)
(6,854)
(4,028)
(10,813)

(134,996)

(121,828)

(104,866)

(361,690)

242,243

273,219

75,333

590,795

Equity pickup

95,208

Financial income

107,065

Income and social contribution taxes

(286,251)

Discontinued operations (Note 24)


Net income for the period

Total
1,060,515
(108,030)
952,485

(379)
242,243

273,219

75,333

506,438

(*) Balances for the 2nd quarter and accumulated of 2014 have been restated in accordance with CPC 31 - Discontinued
Operations (Note 24).

56

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

24

Discontinued operations

BM&FBOVESPA had been considering its interest in Bolsa Brasileira de Mercadorias over the past few years
and determined that the assumptions regarding the expected supplementation of activities performed by Bolsa
Brasileira de Mercadorias in the commodities market and activities performed by BM&FBOVESPA (then
BM&F) in the futures market would represent opportunities to both entities did not materialize. In this context,
BM&FBOVESPA put forward some proposals for discussion with the Board of Directors of Bolsa Brasileira de
Mercadorias with a view to realigning the structure of Bolsa Brasileira de Mercadorias. Given that those
proposals did not evolve as expected by BM&FBOVESPA, it decided to dispose of its interest in Bolsa
Brasileira de Mercadorias, having ceased to act in the capacity of Founding Member.
This decision was informed to the Extraordinary General Meeting held by Bolsa Brasileira de Mercadorias on
December 16, 2014, when the matter was deliberated upon and approval was given to the conditions required of
BM&FBOVESPA to cease to act in the capacity of Founding Member and to waive its rights and duties.
Moreover, an agreement was entered into by Bolsa Brasileira de Mercadorias and BM&FBOVESPA, whereby
the former irrevocably and unconditionally relieves the latter from its obligations as a member, and from any
responsibility for the liabilities and contingencies of Bolsa Brasileira de Mercadorias, whether currently known
or to exist in the future, except in case of malicious intent or gross negligence by BM&FBOVESPA, fully
acknowledged in a final judgment.
The results from discontinued operations for the second quarter of 2014 are summarized below:
Result from discontinued operations

524
300
334

BBM
Accumulated 2014
1,335
603
657

1,158

2,595

(1,501)
(30)

(3,233)
(60)

(34)

(178)

250

497

(157)

(379)

2Q2014
Operating revenue
Members contributions - BM&FBOVESPA
Members contributions - Other
Net operating revenue
General and administrative expenses
Depreciation and amortization
Provision for contingencies/Allowance for doubtful
accounts
Financial income
Deficit for the period

57

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

25

Other information

a. 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 June 30, 2015 is shown
below:

Insurance line
Amounts at risk, property damages, buildings and equipment
Civil liability
Works of art

Amounts insured
569,869
134,000
16,133

b. Associao Profissionalizante BM&FBOVESPA (APBM&FBOVESPA) is a not-for-profit entity engaged in


promoting educational, social welfare and sports activities. The sports-related initiatives included offering
support to the BM&FBOVESPA Athletics Club and sponsorship to athletes (these activities were
incorporated by specific association, known as Clube de Atletismo BM&FBOVESPA in July 2013).
APBM&FBOVESPA is supported by the BM&FBOVESPA Institute, a not-for-profit association that has
BM&FBOVESPA as its founding member.
APBM&FBOVESPA is a defendant in judicial and administrative proceedings involving tax matters,
assessed as probable loss, most of which are related to questioning by Brazilian IRS about social security
contributions allegedly owed by APBM&FBOVESPA on payments made to third parties and on sponsorships
to athletes of the BM&FBOVESPA Athletics Club. If the outcome of these proceedings is not favorable to
APBM&FBOVESPA, BM&FBOVESPA may have to provide funds to maintain the activities of such club.
The amount involved in said proceedings at June 30, 2015 is R$18,174.

26

Subsequent events

a. At a meeting held on August 13, 2015, the Board of Directors approved the payment of R$254,392 in interest
on equity to shareholders, included in mandatory dividends for year 2015. Interest on equity will be paid on
September 08, 2015 based on the shareholding structure existing on August 21, 2015.
b. BM&FBOVESPA repurchased 9,167,000 shares between July 1 and 28, 2015, observing the lock-up period
as determined by CVM Instruction No. 358, in the Share Buyback Program approved by the Board of
Directors on December 11, 2014 (Note 15(b)).

58

BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros


Notes to quarterly information
June 30, 2015
(In thousands of reais)

27

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, 2014:
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 8 Property and equipment (P&E)
Note 9 - Intangible assets
Note 12 - Debt issued abroad
Note 17 Structure of guarantees
Note 18 - Employee Benefits
Note 23 - Business segment reporting

59

You might also like