Bolsas y Mercados Españoles Group
Notes to the consolidated financial statements for the year ended 31 December 2013
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, 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. 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 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 activities which up until that
time had been carried out by the Central de Anotaciones del Mercado de Deuda Pública en Anotaciones del Bank of
Spain (the Banco de España 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 synergies 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 inter-
national 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 at Plaza de la Lealtad, 1.
Appendix 1 provides significant information on the companies comprising the Group.
b) Bases of presentation of the consolidated financial statements
The Group’s consolidated financial statements for 2013 were authorised for issue by the Company’s directors (at the
Board meeting on 27 February 2014) in accordance with the regulatory framework applicable to the Group, which
is set forth in the Code of Commerce and other mercantile legislation, and in the International Financial Reporting
Standards (IFRSs) endorsed by the European Union, and taking into consideration Circular 9/2008 of the Spanish
National Securities Commission (“CNMV”), of 10 December, amended by CNMV Circular 6/2011, of 12 December, and
applying the consolidation, accounting and measurement principles, policies and bases set forth in Note 2, to present
fairly the Group’s consolidated equity and financial position at 31 December 2013, and its financial performance and
changes in its consolidated equity and cash flows in 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 measure-
ment bases applied across the Group.
The 2013 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 2012 were authorised for issue by the Company’s directors (at the Board meeting on 28 February 2013)
and approved by the General Shareholders’Meeting held on 30 April 2013.
Unless indicated otherwise, the consolidated financial statements are presented in thousands of euros (€).
All the 2012 figures in these notes to the consolidated financial statements are presented solely and exclusively for
comparison purposes.
The consolidated balance sheet, income statement, statement of recognised income and expense, statement of total
changes in equity, and statement of cash flows for the financial years 2013 and 2012 presented in these consolidated
financial statements, were prepared in accordance with the formats provided in Rule 36 of CNMV Circular 9/2008, of 10
December, having included the amendments pursuant to CNMV Circular 6/2011, of 12 December, to the extent that
Rule 36 includes templates for the balance sheet, income statement, statement of recognised income and expense,
statement of total changes in equity, and statement of cash flows applicable to groups of companies issuing consol-
71
Annual Accounts
Consolidated annual accounts and directors’report for the year ended 31 December 2013
Annual
Report 2013
BME
1...,61,62,63,64,65,66,67,68,69,70 72,73,74,75,76,77,78,79,80,81,...236