Bolsas y Mercados Españoles Group
Notes to the consolidated financial statements for the year ended 31 December 2012
1. Background, basis of presentation of the consolidated financial statements and other
information
a) Background
Bolsas y Mercados Españoles, Sociedad Holding de Mercados y Sistemas Financieros, S.A. (hereinafter the “Company”,
“Bolsas y Mercados Españoles” or “BME”) was incorporated by public deeds dated 15 February 2002, following the
execution of the preliminary agreement signed between the shareholders of the companies administrating the
markets and systems for the trading, registration, settlement and clearing of securities (hereinafter the “Affected
Companies”, namely Bolsas y Mercados Españoles Consulting, S.A.; Sociedad Unipersonal (then called FC&M, Sociedad
Rectora del Mercado de Futuros y Opciones sobre Cítricos, S.A.); MEFF AIAF SENAF Holding de Mercados Financieros,
S.A.; Servicio de Compensación y Liquidación de Valores, S.A.; Sociedad Rectora de la Bolsa de Valores de Barcelona,
S.A.; Sociedad Rectora de la Bolsa de Valores de Bilbao, S.A.; Sociedad Rectora de la Bolsa de Valores de Madrid, S.A.;
and Sociedad Rectora de la Bolsa de Valores de Valencia, S.A.).
On 7 May 2002, the Board of Directors of Bolsas y Mercados Españoles resolved to carry out a wide-reaching share
swap for all the shares of the Affected Companies. In 2003, with effect from 1 January of that year, the Bank of Spain
acquired 9.78% of the Group’s share capital in a rights issue in which the preferential subscription rights of the
remaining shareholders were waived. The Bank of Spain was accordingly the sole subscriber of the non-monetary
capital increase carried out by Bolsas y Mercados Españoles. The in-kind consideration contributed by the Bank of
Spain for this ownership interest consisted of 100% of the 4,541 shares it held at that time in Sociedad de Gestión
de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (hereinafter “Sociedad de Sistemas”). As a
consequence of this transaction, the Bolsas y Mercados Españoles Group (hereinafter the “Group”), of which Bolsas
y Mercados Españoles is the parent company, started to perform not only the registration, settlement and clearing
of securities already carried out by the Affected Companies, but also the clearing, settlement and registration activ-
ities which up until that time had been carried out by the Central de Anotaciones del Mercado de Deuda Pública en
Anotaciones del Banco de España (the Bank of Spain public debt book-entry trading system, hereinafter“CADE”). This
transaction also gave rise to the recognition by the Group of goodwill, specifically attributed to the functions formerly
tasked to CADE and supported by expectations for revenue from this activity, as well as operating and business syner-
gies deriving from the consolidation of the settlement platforms (Notes 2-b and 5).
On 14 July 2006, the shares of Bolsas y Mercados Españoles were admitted for trading on the stock exchanges of
Madrid, Barcelona, Valencia and Bilbao, and all the outstanding shares of Bolsas y Mercados Españoles were included
in the Spanish electronic trading platform (Sistema de Interconexión Bursátil).
The corporate purpose of Bolsas y Mercados Españoles is active ownership of the share capital of the companies
that manage the securities registration, settlement and clearing systems, central counterparties, secondary markets,
and multilateral trading systems; and responsibility for the unity of action, decision and strategic co-ordination of
trading, registration, clearing and settlement systems, central counterparties, secondary markets and multilateral
trading systems. To this end, it may implement operational, functional and structural improvements, including raising
its international profile. Without prejudice to the above, the Affected Companies shall maintain their own identity,
operating capacity, governing bodies and managerial and general staff.
The registered offices of Bolsas y Mercados Españoles are located in Madrid, Plaza de la Lealtad, 1.
Salient information concerning the companies comprising the Group is provided in Appendix I.
b) Bases of presentation of the consolidated financial statements
The Group’s consolidated financial statements for 2012 were approved for issue by the Company’s directors (at the
Board meeting on 28 February 2013) in accordance with the regulatory framework applicable to the Group which is
set forth in the Code of Commerce and other mercantile legislation and European Union endorsed IFRSs, and taking
into consideration Spanish Securities Commission (hereinafter CNMV) Circular 9/2008, dated 10 December, amended
by CNMV Circular 6/2011, dated 12 December, and applying the consolidation, accounting and measurement princi-
ples, policies and bases set forth in Note 2, to present fairly the Group’s equity and financial position at 31 December
2012, its financial performance and changes in its equity and cash flows, all on a consolidated basis, during the year
then ended. These consolidated financial statements, which were prepared from the auxiliary accounting records
of the Company and of each of the entities comprising the Group, include the restatements and reclassifications
required to standardise the accounting policies and measurement bases applied across the Group.
The 2012 consolidated financial statements have yet to be approved by BME’s shareholders in a general meeting.
However, the Company’s directors believe that they will be approved without modification. The consolidated financial
statements for 2011 were approved for issue by the Company’s directors (at the Board meeting on 29 February 2012)
and approved by the General Shareholders’Meeting held on 26 April 2012.
All the 2011 figures in these notes to the consolidated financial statements are presented solely and exclusively for
comparison purposes.
The formats of the consolidated balance sheet, income statement, statement of recognised income and expense,
statement of changes in equity, and cash flow statement for the financial years 2012 and 2011 presented in these
consolidated financial statements were prepared in accordancewith the provisions of Rule 36 of CNMV Circular 9/2008,
dated 10 December, having included the amendments pursuant to CNMV Circular 6/2011, dated 12 December, to the
extent that said Rule 36 includes templates for the balance sheet, income statement, statement of recognised income
and expense, statement of changes in equity, and cash flow statement applicable to groups of companies issuing
consolidated annual financial statements in accordance with International Financial Reporting Standards adopted by
61
Annual Accounts
6
Notes to the consolidated financial statements for the year ended 31 December 2012
Annual
Report 2012
/ BME
1...,51,52,53,54,55,56,57,58,59,60 62,63,64,65,66,67,68,69,70,71,...222