www.deutsche-boerse.com
Corporate report
2013
About us, the year 2013,
and our prospects for the future
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Deutsche Börse Group at a glance
2013
2012
Change
in %
€m
€m
€m
€m
€m
€
1,912.3
1,932.3
35.9
52.0
–1,182.8
– 958.6
738.8
478.4
2.60
969.4
645.0
3.44
Deutsche Börse Group: key figures
Consolidated income statement
Net revenue
Net interest income from banking business
Operating costs
Earnings before interest and tax (EBIT)
Net income
Earnings per share (basic)
Consolidated cash flow statement
– 1
– 31
23
– 24
– 26
– 24
10
72
3
– 12
0
5
3
– 4
5
– 22
0
–5
– 6
32
14
16
23
30
– 1
– 4
5
6
1
– 3
n. a.
0
5
Cash flows from operating activities excluding CCP positions
€m
797.3
726.2
Consolidated balance sheet
Non-current assets
Equity
Non-current interest-bearing liabilities
Performance indicators
Dividend per share
Dividend payout ratio
Employees (average annual FTEs)
Net revenue per employee
Personnel expense ratio
EBIT margin
Tax rate
Return on shareholders’ equity (annual average) 10)
Gross debt / EBITDA
Interest coverage ratio
The shares
Opening price
High
Low
Closing price
Market indicators
Xetra and Xetra Frankfurt Specialist Trading
Trading volume (single-counted)
Eurex
Number of contracts
Clearstream
Value of securities deposited (annual average)
Number of transactions
Global Securities Financing (average outstanding volume for the period)
Transparency and safety key figures
Proportion of companies listed in the Prime Standard (for shares) as a
percentage of all listed companies (by market capitalisation)
Number of calculated indices
System availability of trading systems (Xetra / Eurex)
Market risk cleared via Eurex Clearing (gross monthly average)
€m
€m
€m
€
%
€ thous.
%
%
%
%
%
€
€
€
€
8,796.9
5,113.9
3,268.0
3,169.6
1,521.9
1,737.4 1)
2.10 2)
2.10
613) 4) 8)
58 4) 5) 6) 7)
3,515
544
22 4)
39
3,416
566
214)
50
26.0 8) 9)
26.0 6)
21
1.5 4) 8)
20.14) 8)
46.21
60.48
44.51
60.20
22
1.6 4)
15.2 4)
40.51
52.10
36.25
46.21
€bn
1,104.2
1,111.3
m
2,191.2
2,292.0
€bn
m
€bn
11,626
11,111
121.0
576.5
113.9
570.3
%
81
83
10,513 11) appr. 12,000
99.969
99.999
15,861
15,080 12)
%
€bn
1) Thereof €1,160.0 million are reported under “Interest-bearing liabilities”, and the bonds that will mature in financial year 2013 in the amount of €577.4 million
are reported under “Other current liabilities” 2) Proposal to the Annual General Meeting 2014 3) Figure based on the proposal to the 2014 Annual General
Meeting 4) Adjusted for the costs of mergers and acquisitions and of efficiency programmes 5) Adjusted for the non-taxable income related to the revaluation
of the share component of the purchase price paid for the acquisition of the shares in Eurex Zürich AG held by SIX Group 6) Adjusted for expenses related to
the revaluation of the share component of the purchase price paid for the acquisition of the shares in Eurex Zürich AG held by SIX Group, a one-off income from
the reversal of deferred tax liabilities for STOXX Ltd. based on a decision by the Swiss Financial Supervisory Authority and a one-off income from the recognition
of deferred tax assets resulting from the future possible offsetting of losses carried forward by Eurex Global Derivatives AG 7) Net income / average shareholders’
equity for the financial year based on the quarter-end shareholders’ equity balance 8) Adjusted for the costs of the OFAC settlement 9) Adjusted for the initial
recognition of deferred taxes on tax loss carry forwards of a Group company 10) Pro forma figure including US options of ISE 11) In 2013 no direct comparison
to previous years numbers possible due to new calculation base from a new system 12) Adjusted for changes in calculation methodology for Eurex Repo in the
year under review
C2
Deutsche Börse Group at a glance
Our six services
Listing p. 16
Trading p. 17
Clearing p. 17
Post-trade p. 18
Stock exchanges bring companies
from the real economy together
with investors on the capital
market. Both large, international
enterprises and medium-sized
companies raise equity or debt
capital via Deutsche Börse.
They can choose from different
transparency segments.
Benefits: Investors can share in the
growth of the real economy – and
promote it with their investments.
Exchange trading is as close as
you can get to a “perfect market”:
Deutsche Börse operates regulated
markets for equities, derivatives
and other instruments, based on
its Xetra ® and Eurex ® electronic
trading systems.
Benefits: Prices are determined on
exchanges on the basis of free buy
and sell decisions, which then
serve as guidelines for companies’
future prospects.
Our brands
■■ Deutsche Börse
■■ Börse Frankfurt
■■ Xetra ®
Our brands
■■ Xetra ®
■■ Tradegate ®
■■ T7
■■ Eurex ®
■■ Eurex Bonds ®
■■ Eurex Repo ®
■■ International Securities Exchange
■■ European Energy Exchange
Clearing is used to net out claims
and liabilities relating to financial
instruments against each other.
Eurex Clearing AG, Deutsche Börse
Group’s clearing house, acts as
a buyer for every seller and a seller
for every buyer. Market participants
provide collateral to manage the
risk that arises in trading.
After trading and clearing,
Clearstream – Deutsche Börse
Group’s post-trade services
pro vider – supports market par-
ticipants in settling their delivery
obligations and in holding the
securities pur chased in safe
keeping. These securities can
then be used as collateral.
Benefits: Clearing is comparable
to insurance against counterparty
default for market participants.
Our brands
■■ Eurex Clearing
■■ C7 ®
Benefits: Post-trade services
enable market participants
to satisfy legislators’ regulatory
requirements reliably and
efficiently.
Our brands
■■ Clearstream
■■ LuxCSD
■■ REGIS-TR
Responsibilities of Executive Board members
CEO, CFO
Cash & Derivatives Markets
Clearstream
Our four financial reporting segments:
Breakdown of net revenue
Xetra
8 %
Eurex
Clearstream
39 %
34 %
Share of Deutsche Börse Group’s net revenue attributable to the segment concerned
C3
IT services p. 19
Market data p. 20
Economy p. 137
Environment p. 138
Our four aspects of sustainability
IT is the foundation for all
exchange services. Deutsche
Börse operates data centres
for trading and settlement and
programs the related software.
It also builds and supervises
the network linking participants.
Benefits: Reliable trading and
settlement systems – and hence
market security – are the top
priority for IT at Deutsche Börse.
Our brand
■■ Deutsche Börse
Institutional and private investors
base their decisions on market
data – which in turn create new
information. Deutsche Börse
produces and distributes price
data from its Eurex and Xetra
trading systems and indices on
global market trends.
Benefits: Thanks to their
independence, exchanges can
deliver objective measurements
of market trends.
Our brands
■■ Deutsche Börse
■■ DAX ®
■■ STOXX ®
■■ Market News International (MNI)
Deutsche Börse Group’s core busi-
ness includes efficiently organising,
and providing stable systems for,
capital markets. Standardisation,
maximum transparency and a broad
range of risk management services
are the tools that it uses to reach
these goals. The Group also focuses
on making high-quality sustainability
information available to ensure
that investors can make rounded
investment decisions.
As a financial services provider,
too, Deutsche Börse Group is
responsible for ensuring an intact
environment. The core objective
of its ecological commitment is to
measure and monitor the effects
its operating activities have on
the environment and to minimise
negative effects. Both employees
and service providers are included
in this.
Employees p. 138
Corporate citizenship p. 138
Committed, competent staff are
vital to Deutsche Börse Group’s
business success. This is why,
in addition to offering attractive
remuneration and above-average
social benefits, its human resources
policy concentrates on measures
promoting personal development
as well as a better work-life
balance and on fostering lively
dialogue with staff.
As a “good corporate citizen”,
Deutsche Börse Group becomes
involved in socially relevant topics.
It is active primarily at a regional
level and is guided by local needs
at its various corporate locations.
The Group-wide sponsorship guide-
lines focus on innovative, sus -
tainable projects in the areas of
education and science, culture
and social involvement.
IT & Market Data + Services
Market Data + Services
19 %
C4
Corporate report
2013
New financial market regulations always require adjustments.
Deutsche Börse ensures regulated and transparent markets
that facilitate efficient, secure and fair trading. This will remain
the case in the future, too, even though the environment is
changing at an ever faster pace.
Deutsche Börse Group’s work and offerings secure the foun
dations of the financial sector. At the same time, the Group
creates new markets – in new regions and in areas that were
previously offexchange – and thus opens up fresh horizons for
its customers. Wherever it has a presence, Deutsche Börse
also contributes to the foundations of the real economy, which
is dependent on stable financial markets. Deutsche Börse is
expanding and intensifying its global business. And, it is
assuming responsibility – familiar and new perspectives that
can be found in the 2013 corporate report.
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How to navigate around this corporate report
Corporate Responsibility topics
Reference to a location in the report
Reference to a location outside of the report
Contents
C2
C3 / 4
Important key figures
Deutsche Börse Group at a glance
4
Letter from the CEO
About this report
Deutsche Börse Group first combined its annual
report and corporate responsibility (CR) report in the
2012 reporting period. The Group is adopting this
concept again for the 2013 orporate report, high -
lighting once more how social responsibility and
sustainability are anchored in all of Deutsche Börse
Group’s business areas.
The content of the report and the corporate responsi-
bility indicators are largely guided by the third
generation of guidelines on sustainability reporting
(3.1) issued by the Global Reporting Initiative (GRI).
Their weighting takes into account the interests of
key stakeholders as well as the principle of materia-
lity. Since not all GRI indicators are applicable to the
services provided by an exchange organisation, they
were supplemented by additional relevant perfor-
mance indicators and information. You can find a
comprehensive overview of all of the GRI indicators
in the online version of this corporate report under:
www.corporatereport2013.deutsche-boerse.com
9
Our shares
10
Deutsche Börse AG shares
15
Our services
16
More than the trading floor
21
Our 2013
22
The year that was
27
Expanding horizons
28
30
32
34
36
38
Increasing efficiency
Anchoring sustainability
Safeguarding liquidity
Ensuring transparency
Facilitating growth
Securing stability
41
Our strategy
42
Strategic perspectives
45
Our responsibility
189
46
49
Group staff
Stakeholder engagement
Consolidated financial
statements / notes
190
191
192
194
196
Consolidated income statement
Consolidated statement of comprehensive
income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
198
226
235
277
309
310
311
312
316
316
Basis of preparation
Consolidated income statement disclosures
Consolidated balance sheet disclosures
Other disclosures
Responsibility statement by the
Executive Board
Auditor’s report
Deutsche Börse Group − international
presence
Glossary
Registered trademarks
Contact / imprint
53
Our governance
54
55
56
64
72
76
Members of the Executive Board
Members of the Supervisory Board
Report of the Supervisory Board
Corporate governance declaration 1)
Corporate governance report
Remuneration report 1)
91
Combined
management report
92
103
133
133
143
166
171
183
Fundamental information about the Group
Report on economic position
Report on post-balance sheet date events
Non-financial performance indicators
Risk report
Report on opportunities
Report on expected developments
Deutsche Börse AG
(Disclosures based on the HGB)
1) Component of the combined management report
4
Letter from the CEO
Reto Francioni
Chief Executive Officer
Deutsche Börse Group corporate report 2013 Dr. Reto Francioni
Chief Executive Officer
Dear shareholders and readers,
Our company generated stable net revenue overall in 2013 despite the continuing difficult
macroeconomic environment around the world. At the same time, we expanded our ambitious
investment programme as announced in last year’s report. As a result, our profit before tax
(EBIT) – after adjustment for one-off factors – was down approximately 5 per cent on the
previous year. We consciously accepted this effect as a necessary investment in our future.
This also highlights our firm belief in the continued success of our business model and our
company. At the same time, it puts us in a better starting position than many of our competitors.
Deutsche Börse’s Executive Board will therefore propose an unchanged dividend of € 2.10 per
share to the 2014 Annual General Meeting, for a total dividend of around € 390 million. This
move continues our combination of a forward-looking corporate strategy with shareholder-
friendly participation in the company’s success.
Stability and new records in some of our business areas
The performance of the business areas presents a mixed picture: net revenue from Deutsche
Börse Group’s derivatives exchanges declined by 3 per cent to € 741 million because stock
market volatility was at a historic low and monetary policies resulted in lower demand for
hedging among market participants.
In the cash market, Deutsche Börse’s net revenue in the Xetra segment rose by 5 per cent
to € 152 million. The upward trend continued at the beginning of 2014.
Clearstream, one of the world’s largest central securities depositories and liquidity and collateral
management services provider, achieved new record highs. Its custody volume increased in
2013 to a new record of around € 12 trillion, thanks to new customers, among other factors.
Clearstream’s net revenue climbed to € 654 million. The increase was felt in almost all of the
segment’s units. Only net interest income from banking business recorded a year-on-year
decline, due to the low-interest-rate period.
The new Market Data + Services segment, which had been created by merging the technology
and market data businesses, saw stable net revenue, at € 366 million.
Cost and capital management remain successful
In the past years, we have reduced our operating costs on an adjusted basis – in spite of steady
inflation. No other major market operator has succeeded in doing so. We already realised 30
per cent of the total savings under another efficiency programme, which we announced in 2013,
in the past year, as planned. Another 30 per cent will follow in 2014, and we will see the full
savings of € 70 million a year from 2016 onwards. By implementing this programme, we will
keep our organisation lean and create the flexibility needed to continue investments in growth.
We are aware that this will place considerable demands on our employees. Not only do we
require them to keep day-to-day operations running, but also to face the new challenges
presented by new markets, new customers and new products. On behalf of the entire Execu-
tive Board, I would therefore like to thank our workforce for hence securing the company’s
long-term success.
However, we also reduced our cost base without putting an extra burden on employees: we
generated large savings in 2013 by refinancing our bonds. In this way, we expect to cut our
financing costs by around € 45 million in the current year compared with 2012. This demon-
strates that we use the capital our shareholders entrust to us carefully, efficiently and with a
view to the future.
This also demonstrates our commitment to a sustainability-based strategy. We place particularly
high value on our membership of the United Nations Global Compact and on implementing its
principles in the areas of human rights, labour standards, the environment and anti-corruption.
For us, a sustainable strategy means not only committing ourselves to certain ethical values,
but also to creating economic value for our shareholders. For this reason, integrated reporting is
important to us – both as regards our own company and for the companies that are listed on
our exchanges. In our issuer guide, we have compiled transparency standards for sustainable
business activities, while another guide provides market-driven recommendations for compre-
hensive capital market communications.
Diversification strategy and new products for the financial markets
The fact that we held our ground in 2013 despite the adverse environment shows that our
strategy of diversifying into new products, services, asset classes and markets is working.
We continue to be ranked among the world’s top exchange organisations following another
increase in our market capitalisation – by 30 per cent last year. Our strategy, which is designed
to take advantage of structural growth opportunities, focuses on clearing OTC derivatives,
collateral and liquidity management, and further expansion in Asia.
Eurex Clearing has developed a central counterparty for clearing OTC derivatives transactions to
allow market participants to prepare for the new regulatory requirements at EU level and meet
them without any problems when they enter into effect. By the end of 2013, over 30 clearing
participants and more than 120 institutional investors had registered for the offering – clearly a
resounding success.
Because of the new regulatory requirements, we also anticipate a lasting increase in demand
for collateral and liquidity management services. In line with this, we are systematically expand-
ing our Global Liquidity Hub which allows us to productively mobilise our provision of deposited
collateral. In the medium to long term, we expect this initiative to deliver significant additional
net revenue. Together with the Australian exchange organisation and the central securities deposi-
tories in Brazil, Spain and South Africa, Clearstream has established the Liquidity Alliance –
a grouping for strategic collaboration in the field of collateral management.
Focus of growth strategy on Asia
In addition to growth in OTC and unsecured markets, we will continue to focus on expanding
our business in growth regions, with particular emphasis on Asia. We clearly enjoy an excellent
reputation in Asia and have been able to expand our links very significantly since we launched
our Asia initiative last year.
Following in the footsteps of the successful cooperation with the Korea Exchange KRX, Eurex
entered into a cooperation agreement with TAIFEX, the Taiwan Futures Exchange; the relevant
link is expected to go live in May 2014. At the beginning of the year, we announced that we
would strengthen this alliance by acquiring a 5 per cent interest in TAIFEX.
Clearstream has also signed a letter of intent with the Singapore Exchange, SGX, to jointly
develop a collateral management solution that can be extended to other markets in the region.
Singapore will also be the focus of our continuing activities in Asia. In consultation with the
local supervisory authorities and its global customers, Deutsche Börse is currently setting up a
new clearing house there, which we expect to have significant strategic potential. Our objective
is to provide client-oriented products and a robust infrastructure for the entire Asian time zone
from this base in the long term and hence to contribute to the systemic stability of the region’s
capital markets. We have identified Singapore as a suitable location to achieve this, because
it is strategically placed and offers cultural links to both South and East Asia. It also has a
stable political and legal framework and a well-developed capital market culture that is open to
international investors.
At the end of 2013, we entered into a strategic cooperation agreement with Bank of China,
which has very strong customer relationships across the globe. Together, we will drive the
development of the offshore renminbi market, among other projects.
At the beginning of last year, we amalgamated the Information Technology (IT) and Market
Data & Analytics areas and selected external IT services in a separate segment. This combination
is also starting to bear fruit. Market participants benefit from better performance and optimised
functionality without having to compromise on system stability. Moreover, we joined forces
with the Bombay Stock Exchange (BSE) to adapt our new derivatives trading system to the
local market, where it was rolled out in November.
Outlook
On this basis, our overall aim is to take Deutsche Börse Group’s business model to the next
level – without losing sight of our traditional strengths. By doing so, we are broadening the
horizon and increasing the potential of our business. We are becoming an integrated global
provider of risk, liquidity and collateral management services in all key asset classes, financial
products and services.
This puts us in an excellent position for the year 2014 and beyond. Thanks to our future-
oriented strategy, we are a critical step ahead of our competitors – although this does not make
us completely unassailable. And on balance, the re-regulation of the capital markets presents
an opportunity rather than a threat to exchange organisations. This distinguishes us from large
parts of the financial sector. Our growth initiatives are becoming more and more established
as the re-regulation measures are implemented across the EU.
On this basis, we are able to issue a positive forecast for the longer term, too – until 2017, to
be precise. Above all, the structural factors mentioned above make us confident. We are expect-
ing to grow our net revenue in the next four years from the current € 1.9 billion to somewhere
in the range between € 2.3 billion to € 2.7 billion, depending on economic developments in our
market environment. This corresponds to an increase of 20 to 40 per cent. Unless our political
environment suddenly deteriorates, we could ensure in this way that Europe takes a position in
the international competitive arena that allows it to exert a globally relevant influence, especially
in the area of regulation.
We are delighted to have your support on this journey and want to thank you for your trust.
We will do everything in our power to ensure the systematic, sustainable development of our
shared enterprise, Deutsche Börse AG.
Reto Francioni
Chief Executive Officer
Our shares
The European and US equity markets continued their up-
ward trend of the previous year. Deutsche Börse AG shares
also gained 30 per cent in the course of the year, closing
at €60.20, the highest year-end level since 2007. Around
95 per cent of our shareholders are institutional investors
and around 84 per cent are domiciled outside Germany.
€60.20
30 Dec 2013
Closing price
€46.21
28 Dec 2012
Closing price
10
Deutsche Börse AG shares
The average annual return since the company’s initial public
offering in 2001 has been 12 per cent. The transparent infor-
mation policy and close contact with investors are an added
bonus: Deutsche Börse AG was again ranked number one for
its investor relations activities in a survey conducted by a
specialist magazine.
Equity markets continue their positive performance in 2013
During 2013, equity markets in Europe and the US continued their positive trend of
the previous year, reaching new highs in some cases. For example, the blue-chip
DAX ® index ended the year at 9,552 points, a year-on-year increase of 25 per cent.
One of the main factors driving this development is the continued expansionary
monetary policy being pursued by central banks, which has resulted in historically
low interest rates. This increased the attractiveness of equities compared with
other asset classes. Towards the end of 2013, economic data from the US,
which was better than expected in spite of the budget dispute, provided further
impetus for global equity markets. However, the positive performance of the
equity markets only had a limited impact on Deutsche Börse Group’s business
activities. One reason is that trading volumes in equities and equity derivatives
did not rise to the same extent as market index levels. Another reason is that in
2013 stock market volatility, an important factor for share-based derivatives,
reached its lowest level in several years. Given the Group’s medium- to long-term
growth prospects, Deutsche Börse AG’s share price nevertheless performed posi-
tively in 2013, closing at €60.20 on 31 December (31 December 2012: €46.21).
This 30 per cent increase corresponds approximately to the share price perform-
ance of other exchange organisations as measured by the Dow Jones Global
Exchanges Index, which rose by 33 per cent in 2013. The STOXX ® Europe 600
Financials Index, which serves as the benchmark index for the Executive Board’s
share-based remuneration and which reflects the performance of European
financial stocks, rose by 22 per cent in 2013.
Deutsche Börse Group corporate report 2013 Shares
Services
2013 Horizons
Strategic perspectives
Responsibility
Governance Management report
Financial statements Notes
11
30 %
increase in Deutsche Börse AG’s share
price in the year under review
Deutsche Börse AG share: key figures
Earnings per share (basic, adjusted) 1)
Dividend per share
Dividend distribution ratio 1)
Dividend yield 3)
Opening price (as at 1 Jan) 4)
High 5)
Low 5)
Closing price (as at 31 Dec)
Average daily trading
volume on Xetra ®
Number of shares (as at 31 Dec)
thereof outstanding (as at 31 Dec)
Free float (as at 31 Dec)
Price-earnings ratio 3)
Market capitalisation (as at 31 Dec)
€
€
%
%
€
€
€
€
m shares
m
m
%
€bn
2013
3.46
2.10 2)
61
4.1
46.21
60.48
44.51
60.20
0.7
193.0
184.1
100
14.7
11.7
2012
3.53
2.10
58
4.8
40.51
52.10
36.25
46.21
1.0
193.0
184.1
100
12.4
8.9
1) Adjusted for efficiency programme costs, merger and acquisition costs, and costs relating to the OFAC investigation
(the latter only in 2013)
2) For financial year 2013, proposal to the Annual General Meeting 2014
3) Based on the volume-weighted average of the daily closing prices
4) Closing price on preceding trading day
5) Intraday price
Deutsche Börse shares are an attractive long-term investment
Deutsche Börse AG shares offer investors a good opportunity to participate in the
medium- to long-term structural and cyclical growth expected for Deutsche Börse
Group (see
Report on opportunities on pages 166 to 171). What is more, since
the company focuses continuously on operational efficiency and business has
high economies of scale, it expects consolidated net income to increase signifi-
cantly in the long term. Distributions ensure that Deutsche Börse’s shareholders
directly participate in the company’s success.
Since Deutsche Börse AG went public in 2001, shareholders have benefited
from an average annual return of around 12 per cent to the end of 2013.
Exchange data of Deutsche
Börse AG shares
Stock exchange: Germany,
Frankfurt (Prime Standard)
ISIN: DE0005810055
WKN: 581005
■■ Frankfurt Stock Exchange:
DB1
■■ Reuters – Xetra ® trading:
DB1Gn.DE
■■ Bloomberg: DB1:GY
12
Share price development of Deutsche Börse AG and benchmark indices in 2013
Indexed to 28 December 2013
150
140
130
120
110
100
90
0
Jan
Feb
Mar
Apr
May
June
July
Aug
Sep
Oct
Nov
Dec
Daily closing price of Deutsche Börse AG shares
DAX ®
STOXX ® Europe 600 Financials
Dow Jones Global Exchanges
This is significantly better than the DAX: in the same period, a direct investment
in the German benchmark index would have yielded an annual return of around
3 per cent.
Deutsche Börse AG shares are represented in a series of European and global
equity indices, including the DAX, the Dow Jones Global Exchanges Index, the
STOXX Europe 600 Financials and the German dividend index DivDAX ®. Thanks
to Deutsche Börse Group’s transparent reporting on its corporate responsibility
activities, the company was also represented in key sustainability indices in
2013, such as the FTSE4Good Index Series and the Dow Jones Sustainability
Indices. The company has also been represented in the Advanced Sustainability
Performance Index (ASPI) since 2003, in the ECPI Ethical Index Euro since
2008, and in the MSCI World ESG Index and the STOXX ® Global ESG Leaders
Index since these two indices were launched in 2010 and 2011, respectively.
€10,000 worth of shares
at the time of Deutsche
Börse AG’s IPO amounted
to €46,176 after reinvesting
the dividends as at the end
of 2013.
Deutsche Börse Group corporate report 2013
Shares
Services
2013 Horizons
Strategic perspectives
Responsibility
Governance Management report
Financial statements Notes
13
362 %
increase in share value since IPO
Investor relations activities win another award
The company informed existing and potential investors and other capital market
participants about its long-term strategy, cyclical factors and the structural growth
drivers for its business on numerous occasions during the reporting period. Com-
munication focused on the structural growth opportunities arising from regulatory
changes, such as OTC derivatives clearing in the Eurex segment and collateral
management at Clearstream. However, the company also addressed risks arising
from changes in the regulatory framework, such as the potential introduction of
a financial transaction tax in some EU member states.
Deutsche Börse Aktiengesellschaft held its Annual General Meeting in Frank-
furt / Main on 15 May 2013. Around 29.5 per cent of the share capital was repre-
sented (2011: 42.9 per cent; 2012: 59.7 per cent). The sharp year-on-year
decline in attendance was attributable to two main factors. Firstly, the special
dividend for 2011 was a key factor in lifting attendance in 2012 to well above the
average for previous years. Secondly, uncertainty was created among share holders
by a judgement of the Higher Regional Court in Cologne, according to which
nominees entered as proxies in the share register have to issue voting rights
notifications in accordance with the Wertpapierhandelsgesetz (WpHG, German
Securities Trading Act). This resulted in a significant decline in attendance in
2013 for virtually all companies in Germany that have issued registered shares.
The company held its seventh Investor Day at its head office in Eschborn in
June 2013, informing domestic and international analysts and institutional
investors about the Group’s strategic priorities and current developments in the
individual business areas. In addition, the quality of the Group’s investor relations
activities was confirmed in a survey of institutional investors and financial
analysts conducted by “Institutional Investor” magazine: Deutsche Börse AG
successfully defended its number one ranking in the “Best Investor Relations”
category in the “Specialty & Other Finance” sector.
At roadshows and
conferences, Deutsche
Börse held well over 500
one-on-one discus sions
with investors.
14
Share of international investors
16 % Germany
19 % UK
USA 35 %
Other countries 30 %
Attractive dividend for an international investor base
The proportion of non-German shareholders rose slightly year-on-year to around
84 per cent (2012: 81 per cent), and there was a clear shift from Germany
and other countries to the US. This is largely associated with the return of US
investors, who had reduced their positions in European shares due to the
uncertain economic situation in the euro zone. The number of shareholders of
Deutsche Börse AG, determined on the basis of the share register and analyses
of shareholdings, declined by approximately 10,000 to around 60,000 in the
year under review, primarily as a result of a fall in the number of retail investors.
The proportion of institutional investors, measured in terms of the number of
shares, rose to around 95 per cent in 2013, compared with around 93 per cent
in the previous year.
Deutsche Börse AG’s Executive Board and Supervisory Board will propose a
dividend of €2.10 per share for financial year 2013, to the Annual General
Meeting on 15 May 2014 (2012: €2.10). This means that, adjusted for non-
recurring effects, the distribution ratio amounts to 61 per cent of consolidated
net income for the year.
Majority of buy or hold recommendations
Around 30 analysts from banks and securities trading firms published regular
earnings forecasts for and research on Deutsche Börse AG in the reporting
period. As at 31 December 2013, 28 per cent of analysts recommended buying
Deutsche Börse AG shares (2012: 61 per cent). This compares with 48 per cent
(2012: 32 per cent) who issued hold recommendations and 24 per cent (2012:
7 per cent) with sell recommendations. The year-on-year decline in the propor-
tion of buy recommendations is primarily due to the significant increase in the
share price, which reached the target price for a number of analysts. The average
target price set by analysts was €55 at the end of 2013 (2012: €48).
You can find updates of
analyst recommendations at
www.deutsche-boerse.
com / ir_e > Analysts
Deutsche Börse Group corporate report 2013 Our services
Securities and derivatives, or commodities are traded on stock
exchanges. Deutsche Börse Group operates cash markets for
trading securities, and derivatives markets for trading deriva-
tives contracts such as futures or options. But the functions it
performs extend far beyond the organisation of trading.
Listing
Market data
Trading
IT services
Clearing
Post-trade
16
Listing:
taking your company public
Beyond the trading floor
As a diversified exchange organisation, Deutsche Börse
Group’s products and services cover the entire value chain
in the financial sector – its business areas range from the
admission of secu rities to listing, through trading, clearing
and settlement, down to custody of securities. Furthermore,
Deutsche Börse provides IT services and market data for
its trading platforms worldwide.
Listing provides companies access to the capital markets
The exchange brings together companies seeking capital with investors providing
it, and banks and other service providers act as intermediaries in the process.
Large, medium-sized and young companies can all raise equity or debt capital
on the exchange. Companies increase their equity by issuing shares, while their
investors are granted a say in the company in return. Before a security can be
traded, it must first be admitted to and listed on the exchange.
Deutsche Börse operates the Frankfurter Wertpapierbörse (FWB ®, the Frankfurt
Stock Exchange), an institution governed by public law; where corporate securities
are listed in accordance with strict legal requirements and stock exchange rules.
Deutsche Börse offers companies three transparency standards tailored to the needs
of each company: while the General Standard ensures the level of transparency
prescribed by the EU, the Entry Standard, which is governed by private law,
imposes the minimum standards necessary from the investors’ point of view.
By contrast, the Prime Standard guarantees maximum transparency, which is
why it is the standard preferred by international investors.
Deutsche Börse Group corporate report 2013 Shares
Services
2013 Horizons
Strategic perspectives
Responsibility
Governance Management report
Financial statements Notes
17
Trading: liquidity and stable rules ensure fair pricing
Exchanges are marketplaces where standardised products such as equities or
derivatives are each traded under the same conditions. Sufficient liquidity plays
a crucial role in ensuring efficient execution of securities orders. Exchange
trading is transparent, supervised and now primarily carried out electronically.
This ensures fair, transparent prices, thereby making exchanges the preferred
marketplace for buyers and sellers.
Trading:
standardised and transparent
marketplace
Deutsche Börse’s cash market provides efficient access to the capital markets,
supports latest trading techniques, and offers a continually expanding range of
tradeable securities. The fully electronic Xetra ® trading system sets highest
standards in reliability, security, speed and innovation. Institutional investors
in particular, but also private investors, value the transparency and speed
of trading at low costs that Xetra enables. Trading screens allow investors to
access a range of about 1 million German and international securities.
Deutsche Börse’s Eurex derivatives exchange is one of the world’s largest
regulated markets for derivatives trading. Derivatives are financial instruments
derived from other instruments (e.g. equities, indices, bonds, currencies, or
commodities). Eurex provides access to a broad range of futures and options
contracts on interest rate, equity index and equity products. By trading in
derivatives, investors are able to hedge against market and price risks arising
from equities and bonds, for instance.
Clearing protects market participants against counterparty default
Clearing means that traded financial instruments are netted and guaranteed at the
same time. Upon conclusion of a transaction, the clearing house automatically
steps in as a buyer for each seller and a seller for each buyer – becoming a so-
called central counterparty. It guarantees the settlement of a transaction (“delivery
against payment”), thereby eliminating individual counterparty risk for market
participants. Central clearing thus covers market participants against the risk of
default by their trading partners.
Clearing:
netting and collateralisation
of transactions
18
€15,861 billion
market risk cleared via Eurex Clearing
(gross monthly average)
Eurex Clearing AG, Europe’s leading central counterparty, performs this function
for Deutsche Börse Group. Eurex Clearing provides effective risk management for
all participants trading equities, derivatives, fixed-income securities and repos
for both exchange-traded and off-exchange (over-the-counter, OTC) transactions.
Since the clearing house initially nets offsetting buy and sell positions, the
number of transactions to be settled, and thus also the exposure risk associated
with the open positions, is reduced. Eurex Clearing calculates the total exposure
risk associated with the clearing participant’s open positions and requests the
deposit of a margin in the form of cash or securities (collateral). These margins
are adjusted continuously so that the deposited collateral accurately matches
the current exposure risk of the clearing participant from its open positions. Thus,
margining comprises the entire process, including the valuation, calculation and
management of collateral. This risk management is Eurex Clearing’s contribution
to the stability and integrity of the markets.
Structured post-trading ensures efficient settlement and safe custody
Post-trade services promote the security of the capital markets. They guarantee
the smooth settlement of a transaction, meaning that the individual positions are
processed correctly after a transaction is completed and cash is exchanged for
securities. Another function of post-trading is to credit the customer’s custody
account and to ensure the custody of securities at a central location at the same
time. Customers are also able to use certain securities as collateral for further
transactions.
Clearstream, Deutsche Börse Group’s Luxembourg-based international central
securities depository, is responsible for settling securities transactions worldwide
and for the custody of securities. Clearstream manages the assets concerned
while they are in custody and performs services such as implementing corporate
actions, dividend payments, or tax services.
Post-trade:
secure settlement
and custody
Deutsche Börse Group corporate report 2013 Shares
Services
2013 Horizons
Strategic perspectives
Responsibility
Governance Management report
Financial statements Notes
19
99.998 %
availability of the international central
securities depository
Clearstream thus provides the post-trade infrastructure for bonds, equities,
investment funds and other asset classes traded in Germany and internationally.
Clearstream held in custody equities, bonds and funds amounting to more than
€12.0 trillion – a sum four times as great as the German gross domestic product.
IT services guarantee the permanent availability and reliability of trading and
post-trading systems
Today, exchanges are also technology businesses. This is why Deutsche Börse
provides networks, high-performance computers and the software for the trading
and post-trading business all over the world. It also ensures that the software is
available around the clock. The continuous enhancement of innovative techno logies
also ensures system reliability in the future, enabling a high degree of efficiency.
At the same time, this IT infrastructure provides a stable foundation for the value
chain – from trading to clearing and settlement down to custody.
IT services:
reliable trading and
settlement systems
Deutsche Börse’s advanced technologies also make it one of the world’s leading
IT companies. For example, it supplies specially tailored IT solutions to other
exchanges and financial services providers, and connects customers and partners
globally. In order to manage the steadily increasing volume of data traffic and
to ensure smooth trading and post-trading, Deutsche Börse regularly upgrades
its software to the very latest state of the art. The focus here is always on new
functions that allow the market participants to adapt their processes to the
changing regulatory framework quickly and easily.
20
206,000
structured products use an index disseminated
by the Group
Market data:
distribution of trading
information
Market data provide transparent benchmarks for financial decisions
Decisions made by the players on the financial markets are based to a significant
extent on information provided by Deutsche Börse, among others: market data.
Market data is either transmitted directly by Deutsche Börse or redistributed by
what are known as data vendors, e.g. Bloomberg or Thomson Reuters. As an
independent information provider, Deutsche Börse serves a range of target groups.
Both private and institutional investors, asset managers, securities trading houses,
or hedge funds use the information provided to analyse the current market situa-
tion and then to decide on their future investment strategies, risk positions, or
securities issues.
Deutsche Börse offers market and reference data in real time. The most impor-
tant product groups includes its range of more than 10,500 indices, led by the
DAX ® index, which reflects trends in the German economy. This economic
indicator, which originally only measured changes in the quoted market value of
the 30 largest German companies listed on the Frankfurt Stock Exchange, is now
the core of an entire family of indices. Among other things, investors use these
indices as benchmarks for comparing the performance of their investments.
Deutsche Börse’s data portfolio also extends to price data from the Eurex ® and
Xetra trading systems, as well as trading statistics, research, company master
data, financial news and economic data.
Deutsche Börse Group corporate report 2013 Our 2013
2013 was dominated at one and the same time by new equity
and index highs and uncertainty about the future regulatory
environment. For Deutsche Börse, it was a year of reorganisation
and new beginnings. The company used this year to lay the
foundation for fresh growth in a new financial environment –
and it did this across all areas.
January
Jointly with partners from
Australia, Brazil, Spain and
South Africa, Clearstream
founds Liquidity Alliance in
order to find solutions for the
global challenge facing the
collateral management area.
June
The new risk management
system Eurex Clearing
Prisma ® calculates the
collateral to be deposited
according to a methodology
which is based on the
participants’ entire port folio.
This new metho dology
is designed to strengthen
market security and
improve efficiency.
June
Eurex successfully
completes migration
to T7, Deutsche Börse
Group’s global trading
architecture.
July
Deutsche Börse’s blue-
chip index DAX ® turns
25: a success story.
Even during turbulent
times, the benchmark
index for the German
equity market could
always be relied on to
be independent, uninflu -
encable and neutral.
September
A Best Practice Guide on sustaina bility
reporting for listed companies offers
recommendations for integrated
capital markets communication of
sustainability topics.
December
TAIFEX, the Taiwan-
ese futures and
options exchange,
and Eurex announce
launch date for prod -
uct cooperation.
November
Deutsche Börse reori -
ents trading at Börse
Frankfurt, the Frankfurt
Stock Exchange, by
intro ducing a quality
guarantee to trading.
In addition, all struc-
tured products are now
traded under the “Börse
Frankfurt” brand.
22
2013 – the year that was
Deutsche Börse Group began the past year with a change at
the highest level: since the start of 2013, Andreas Preuss has
also headed the cash markets area alongside the derivatives
business. IT and the market data business were bundled
under the leadership of Hauke Stars. The company is now
more efficient thanks to this streamlining of the leadership
structure – as can be seen from a large number of successes
in all business areas.
Listing: new companies finding their way to the stock exchange
Listing:
IPOs, capital increases,
and corporate bonds
Ten companies made it onto the trading floor of the Frankfurt Stock Exchange in
2013, issuing shares with a value of €6 billion. Investors provided companies
with approximately €9.5 billion by way of capital increases via the Frankfurt
Stock Exchange. In addition, 29 corporate bonds with an issue volume, as given
in the prospectuses, of around €1.8 billion were placed via the Frankfurt Stock
Exchange in the course of the year.
In August, Deutsche Börse and Phineo, a non-profit analysis and consulting
institute, launches a series of guides covering issues such as corporate citizen-
ship and corporate donations. The series offers advice on how companies can
effectively practise social engagement.
Trading: focus on partnerships in Asia
Trading:
expansion of worldwide
trade relations
One of the focuses of Deutsche Börse Group’s overarching strategic orientation
is promoting existing business relationships and tapping new markets in Asia.
The Group aims to connect customers in the region to the global trading network,
expand the range of tradeable products and enter into product and technology
partnerships with local market operators. Some examples of the successes
achieved by Deutsche Börse Group in Asia:
Deutsche Börse Group corporate report 2013 Shares
Services
2013 Horizons
Strategic perspectives
Responsibility
Governance Management report
Financial statements Notes
23
2.19 billion
contracts, thereof 1,552 million on Eurex Exchange,
639 million on ISE
■■ Deutsche Börse signed a strategic cooperation agreement with the Bank of
China, one of the most important banks in the People’s Republic of China.
The letter of intent submitted by both parties is a result in part of the Group
stepping up its activities and its representative offices in China. The “China
Europe Derivatives Market Forum” was held for the first time in the past year,
for example. Over 220 representatives from Chinese exchanges, supervisory
authorities, the Chinese Futures Association (CFA) and other institutions
took part in the conference.
■■ Following in the footsteps of the successful cooperation with the Korea
Exchange – derivatives on Korea’s benchmark KOSPI index have been
tradeable on the Eurex platform since 2010 – Eurex and the Taiwan Futures
Exchange will offer derivatives trading on Taiwan’s TAIEX benchmark index
from May 2014.
■■ Eurex now has around 20 exchange participants from Asia that are directly
connected to the network. Eurex attracted the first Korean and Japanese
participants and admitted them to trading in 2013.
■■ As part of a strategic partnership with the Bombay Stock Exchange, T7 – the
trading architecture developed by Deutsche Börse and used by Eurex Exchange
and the International Securities Exchange (ISE) – was successfully implemented
on the local derivatives exchange.
In the cash market, the first trading participant from Hong Kong was connected
to the fully electronic Xetra ® trading system in 2013. In addition, the Budapest
Stock Exchange migrated its electronic securities trading to the Xetra system at
the end of the year. Further changes at the Frankfurt Stock Exchange included
a clearer profile: since the end of 2013, structured products have once again
been traded under the umbrella of the Frankfurt Stock Exchange. Investors on
the Frankfurt Stock Exchange have also been able to rely on a quality guarantee
since October 2013: Börse Frankfurt has been providing investors with a guarantee,
ensuring that they will be able to buy or sell German, European, and US blue-
chips as well as exchange-traded index funds at a price which matches or beats
the price offered on the respective reference market. If not, the specialists will
refund the difference.
24
175
clearing members from 16 countries
Clearing:
launch of new risk
management system
Clearing: improved risk management with Prisma and EurexOTC Clear
Eurex Clearing, the Group company responsible for clearing, further optimised
its offering for secure and efficient risk management. An important step in this
direction was the launch of the new Eurex Clearing Prisma ® risk management
system in the middle of the year. For the first time, the entire portfolios are
assessed from a risk perspective, reflecting all markets and products with similar
risk characteristics. This enables clearing participants to make efficient use of
capital, a key strength of the new system in light of the growing regulatory capital
requirements for market participants.
Eurex Clearing is also expanding its range of OTC (over-the-counter)-traded deriva-
tives products. EurexOTC Clear for interest rate swaps now has 32 participants,
including leading international banks such as Bank of America Merrill Lynch and
Goldman Sachs. EurexOTC Clear enables users to meet the upcoming clearing
obligation for OTC-traded derivatives in Europe, ahead of its entry into force.
Post-trade: international cooperation in post-trading business extended
Post-trade:
efficient answers to
regulatory requirements
Clearstream – Deutsche Börse Group’s post-trade services provider – also focused
on initiatives that increase both the security and efficiency of processes in the
securities business. Clearstream further expanded its risk and liquidity manage-
ment offering – the Global Liquidity Hub – in line with the stricter regulatory
capital requirements for its customers around the world.
Clearstream established the Liquidity Alliance together with partners in Australia,
Brazil, Spain and South Africa in January. This forum aims to find global solutions
to meet the stricter capital requirements affecting, amongst others, collateral
management at banks and financial services providers around the world. In this
connection, its partnerships with the central securities depositories in Australia,
Spain and South Africa went live in 2013; these now use Clearstream’s collateral
management technology. Together with the Singapore Exchange, Clearstream aims
to develop a collateral management solution with the ambition to extend it within
the region; the letter of intent has already been signed. Furthermore, the collat-
eral management solution developed by Clearstream and BNP Paribas Securities
Services has already gone live. This service enables client collateral to be used
as efficiently as possible; other custodian banks such as Citi Securities Services
and Standard Chartered intend to follow this example.
Deutsche Börse Group corporate report 2013 Shares
Services
2013 Horizons
Strategic perspectives
Responsibility
Governance Management report
Financial statements Notes
25
12.0 trillion
assets under custody (bonds, equities, funds,
and gold) as at 31 December 2013
One of Clearstream’s goals is to make collateral available by providing access to
domestic markets. Another is to enable customers to cover exposures to different
clearing houses via the Global Liquidity Hub. Clearstream therefore connected
Dubai Gold & Commodities Exchange to the Global Liquidity Hub in 2013 as a
further central counterparty. Clearstream is also stepping up efforts to expand its
offering in this area to non-banks, which can provide the capital and liquidity
required by the financial services sector. The Global Liquidity Hub is increasingly
becoming a central node for global collateral management.
This is something that our customers value: Clearstream was able to win UBS
Investment Bank as a customer thanks in part to its forward-looking collateral
management and securities lending services. UBS has used Clearstream as its
primary international central securities depository for the global securities business
in its Investment Bank and Wealth Management businesses since the end of 2013.
IT services: Eurex launches T7 global trading architecture
In 2013, Eurex successfully completed the migration to T7, Deutsche Börse
Group’s new global trading architecture, which had previously already been used
by ISE, the US options exchange operator. At the same time, the licensing of
T7 on the Bombay Stock Exchange represents a successful entry into the Asian
market. T7 is part of the “7 Market Technology” brand family, which was also
launched in 2013, for Deutsche Börse Group’s global IT offering. This also
includes C7 ® for clearing and N7 for the network.
IT services:
migration to a global
trading architecture
In addition, ISE received the “Best Risk Management Initiative” award for its
technological initiatives in the field of real-time risk management. The prize
was awarded for the ninth time during the annual American Financial Technology
Awards in New York in December 2013.
26
Market data:
transparency across
all markets
Market data: increased transparency thanks to expanded offering
Deutsche Börse granted exclusive licences for Bombay Stock Exchange market
data and information products to customers outside of India for the first time in
2013. Deutsche Börse is also taking over the distribution and marketing of these
products to expand its customer relationships in the Asian market. 14 new STOXX ®
indices were added to the GC Pooling ® index family for greater transparency in
the interbank market. These offer a rule-based alternative to the current bench-
marks such as LIBOR and EURIBOR / EONIA, which recently came under scrutiny
as a result of their deliberate manipulation.
STOXX launches sustain ability-weighted versions of EURO STOXX 50 ® and STOXX ®
Europe 50. The indices are based on the most relevant sustainability indicators
for the expected business delevopment of companies. These indicators were devel-
oped in cooperation with the German Federal Ministry for the Environment as
well as with auditors, investors and analysts, amongst others.
The new Xetra ® Realtime Analytics offering also promises greater transparency
in the German cash market. These key indicators are based on unpublished Xetra
order book data and can give market participants vital information about current
market conditions and trends.
Deutsche Börse Group corporate report 2013 Expanding horizons
Deutsche Börse is taking its business model and the services
it offers its customers to a new level – without renouncing
its traditional strengths. Stability and transparency form a
strong platform from which to explore new horizons. All over
the world and across all markets, the focus is on a reliable,
well-regulated financial infrastructure, fair rules and sustainable
business management.
Existing customer
needs
Best-in-class reliabilty
Global availability
Reliable cost and process
Excellent performance
New market
environment
New regulation
New focus on stability and
transparency
Continuing globalisation
New customer
needs
Efficient liquidity and
collateral management
Capital efficiency
Optimised risk management
London
Increasing efficiency
The new financial world order not only forces its participants
to comply with new rules; it also opens up new horizons
for them. The new financial rules are intended to boost
transparency, security and responsibility in over-the-counter
derivatives trading. These increase the pressure on leading
participants to act carefully while also improving participants’
capital efficiency by leading to a reduction in individual risk.
In over-the-counter trading, individual misconduct combined with overly complex
and non-transparent structures have destroyed confidence in efficient, fair mar-
kets. It will take much time and effort to rebuild this confidence. OTC trading in
customised interest rate and equity derivatives previously took place – as the
name suggests – outside regulated markets. In order to nevertheless ensure
security and efficient risk management for trading participants, Eurex Clearing
together with EurexOTC Clear developed new, secure and at the same time
efficient solutions over the past year for collateralised clearing of such trades –
in anticipation of the forthcoming implementation of the European Market
Infrastructure Regulation, EMIR.
Be it EMIR, its US counterpart the Dodd-Frank Act, the globally applicable
Basel III capital requirements, the revised legislative framework for the European
financial markets, or MiFID – the new financial order will fundamentally change
the market structures for derivatives trading and clearing.
Exchange organisations play a central role in creating a safe space for market
participants which facilitates free trading in a secure environment. Trading and
clearing architectures such as T7 and C7 ® increase performance, security and
efficiency. By offering supervised exchange trading, exchange organisations also
promote quality and trust among both investors and the real economy – and
hence the wealth of nations.
Frankfurt / Main
Anchoring sustainability
A financial centre on the one hand, good corporate citizen-
ship on the other – a conflict? Not at Deutsche Börse, which
is campaigning to promote sustainable business activities.
In September 2013, it presented a guide in Frankfurt
containing seven recommendations for integrated capital
market commu nications.
Non-financial factors – ecological and social ones as well as aspects of corporate
governance – represent an increasingly important part of the corporate value.
The guide gives companies support for devising effective and informative reports,
which not only contain the usual financial figures but also details on corporate
activities in the so-called areas of environment, society and corporate governance.
The core objective of the recommendations is to make listed companies aware
that materiality and conciseness are critical for effective capital market communi-
cations. The focus is on providing investors and analysts with the information
relevant to them. Information can be classified as material if they influence or can
influence the company’s ability to generate and maintain value.
The guide is also based on the principle of voluntary adoption rather than on
new bureaucratic regulations. It builds on national and international standards of
sustainability reporting without aiming at replacing them. A benefit to companies
is that self-commitment to integrated reporting strengthens investors’ confidence
and hence can also promote their long-term financial participation.
Deutsche Börse itself has had a wide range of sustainability indices for many
years, which investors can use as a basis to select suitable securities for a
sustainable or environmentally friendly investment.
Furthermore, Deutsche Börse acts pro-actively as a major shareholder of Phineo
gAG. The independent Berlin analysis and consulting institute helps potential
donors select projects worthy of sponsorship. It provides transparency and
efficiency in the non-profit sector – and therefore, it shares central tasks with
Deutsche Börse Group, which is an international marketplace operator.
www.phineo.org
Singapore
Safeguarding liquidity
Singapore’s economy is booming, as can be seen from its
heterogeneous architecture that soars towards the sky, appear-
ing both Western and Asian at the same time. West and East
meet in Singapore, building on its history as a trading link
between Europe and Asia. The city state on the equator has
established an identity as a financial centre that is anchored
not only in its independent, constitutional form of government,
but also in its technical infrastructure.
Now, Clearstream and the Singapore Exchange (SGX) are drawing on this identity,
with a joint solution for collateral management. In future, the goal is to permit
customers to profit from Singapore’s strong legal and market infrastructure and
from Clearstream’s expertise in collateral management. Assets deposited with
SGX’s central securities depository can in future be used as collateral, based on
Clearstream technology. The advantage is that the collateral remains in Singapore
and is therefore subject to the laws applicable there. At the same time, the
Global Liquidity Hub enables SGX to access Clearstream’s proven post-trading
offering in the field of risk and liquidity management.
This means that SGX and Clearstream have adapted in good time to the new
financial market environment – with potential not just in Singapore, but for the
entire region as well. The new joint solutions offering will therefore reinforce
Singapore’s position as a leading financial centre in the region and in the world.
The Global Liquidity Hub’s potential is not restricted to Singapore or South East
Asia. The offering is already being used by the Brazilian central securities
depository Cetip, by Strate in South Africa, by Iberclear in Spain and by ASX,
the Australian Stock Exchange. The Canadian central securities depository,
CDS, could also benefit from the advantages of the Global Liquidity Hub in
future. The joint objective of these initiatives is to ensure that financial market
participants have room to manoeuvre without endangering the value of the
collateral, which has again become central in the new market environment.
Zurich
Ensuring transparency
Poor vision and unclear information do not just trouble barge
crew – investors don’t like fishing in muddy waters either. The
demand for transparency on the financial markets – and hence
for well-founded information and analyses – is constantly
increasing. Deutsche Börse Group supplies independent infor-
mation – in the form of indices or market data, for example –
and so makes a valuable contribution to greater transparency.
Equity indices are key indicators that aggregate changes in individual stocks into
an overall picture of the market. They reflect changes in selected share prices,
documenting economic trends in markets and sectors. Investors use indices
as sentiment indicators and as a basis for investment decisions. For this reason,
they must be compiled and calculated in line with objective, rule-based and
transparent criteria.
Deutsche Börse provides the STOXX ® index family via STOXX Ltd., the result
of a cooperative venture with the Swiss SIX Group AG. STOXX indices are subject
to strict rules and comply with the principle of greatest possible transparency.
In addition, Deutsche Börse’s STOXX ® Global ESG Leaders indices facilitate
investment decisions that are also guided by non-economic, ecological and
social criteria.
Established as a pan-European index provider, today STOXX operates globally.
For example, the STOXX China Total Market index family was launched in 2012
as a new benchmark for Chinese equities. Additionally, STOXX exclusively
markets the DAX ® indices.
Deutsche Börse Group also promotes transparency by providing high-quality
market data. Its key advantages compared to other financial institutions are
its independence and neutrality: since it organises markets but is not involved
in them itself, it is not open to conflicts of interest – rather, it has a business
interest in creating and distributing objective data.
Hong Kong
Facilitating growth
The view over the Bay of Hong Kong is not just aesthetically
pleasing – it also appeals to the mercantile spirit. This is why
Deutsche Börse expanded its presence there in 2013 with
a cooperation between its post-trading subsidiary Clearstream
and the Hong Kong Monetary Authority in the area of cross-
border collateral management services.
Deutsche Börse Group’s activities in Hong Kong go back much further, though.
Clearstream has been represented in Hong Kong since 1991, from where it serves
customers in neighbouring markets. For over two years now, Clearstream has also
worked together with Standard Chartered Bank and Bank of China, which act as
the cash correspondent banks for Hong Kong dollars and Chinese renminbi.
Deutsche Börse is also expanding its trading network far beyond Europe, giving
customers in Asia access to one of the most liquid, transparent and stable systems
in the new market infrastructure. Electronic bridges are being built between Hong
Kong as the gateway to East Asia and Frankfurt as the gateway to Europe. Eurex
started operating such an access point back in 2011. At present, four partici-
pants domiciled in Hong Kong are connected to the Eurex system.
Hong Kong is not the only base from which Deutsche Börse supports its custom-
ers in Asia, however. Singapore is at least equally as important (see
page 7).
In addition, partnerships exist with derivatives exchanges in East Asia. Eurex is
set to begin cooperating with TAIFEX, the Taiwanese derivatives exchange, from
15 May 2014 – another measure that both companies agreed in 2013. The
partnership is based on the very successful cooperation dating back to 2010
with the Korean stock exchange KRX for trading derivatives on the KOSPI index.
New York
Securing stability
Manhattan, “the Big Apple” in the centre of New York City and
one of the centres of the global financial industry: it is bridges –
feats of American engineering – that connect Manhattan with
the rest of New York, the rest of the USA, and the rest of the
world. Deutsche Börse has constructed a bridge here too, with
the prototype for T7 , the new global trading architecture –
a product of German engineering which was first used by the
subsidiary International Securities Exchange. T7 has been used
here since 2012 to secure the stability that US customers seek.
T7 is part of Deutsche Börse Group’s 7 Market Technology family. It comprises
the trading architecture T7, the clearing infrastructure C7 ® and the global net-
work N7. 7 Market Technology was developed in direct collaboration with cus-
tomers. All Eurex participants have been able to profit from this trading system
since 2013 – and soon customers of the European Energy Exchange can too.
Not only is T7 powerful and fast, but it also offers customers new and improved
functionality, such as user-defined strategies. The databases that T7 accesses
are even more reliable and the greater flexibility of the system makes it easier to
introduce new products. Reliability and flexibility are the cornerstones of T7 and
of the future of a secure and efficient marketplace, not only for individual partici-
pants, but for the financial system as a whole.
T7 is part of a long tradition: ever since it was formed, Deutsche Börse – with
Eurex leading the way as one of the first electronic derivatives exchanges –
has developed forward-looking products and has trialled new technologies
and anticipated market changes earlier than its competitors. This is also true
of post-trading, where Clearstream can build on the expertise gained from
developing and operating systems such as CASCADE in order to now support
the European Central Bank’s initiative to harmonise European securities
settlement systems – TARGET2-Securities – as a globally integrated, private
company which is also bound to act for the common good.
Brighter prospects
The current situation on the capital markets seems paradoxical
at first: a constant stream of new demands on the one hand
is coupled with a resurgence of traditional values on the other.
Stability and transparency have regained their status as core
values to be protected – the bedrock of a functioning and
efficient financial economy. In line with this, Deutsche Börse’s
business is a productive mix of continuity and change, tradi-
tional strengths and openness to new ideas.
Deutsche Börse’s innovative offerings – which are increasingly
available internationally – help customers reshape their busi-
nesses to comply with the new regulatory framework reliably,
securely and as cost-effectively as possible. In this way,
Deutsche Börse also indirectly supports the real economy –
which has a vital interest in its capital being used efficiently
and safely. Deutsche Börse is working together with its cus-
tomers in this process – contributing its experience and exper-
tise in organising efficient, liquid markets and opening up new
possibilities and strategic prospects in the new market order.
Our strategy
Deutsche Börse Group has defined long-term objectives in its
strategic business planning and is systematically working
towards achieving them step-by-step. It anticipates develop-
ments on the capital markets and in its business environment
– at national, regional and global levels – at an early stage.
Flexibility and constant innovation enable Deutsche Börse
Group to tap into new markets and customer groups while
maintain ing a focus on its core competency: organising capital
markets and operating financial infrastructures.
Internationality
Global
Regional
(EU / US / Asia)
Domestic
Traditional
stock exchange
Integrated risk,
collateral and liquidity
management
Derivatives trading
and clearing
Cash markets
Derivatives markets
Multi-asset, multi-product, and
multi-service market infrastructures
Scope
42
Strategic perspectives
Deutsche Börse Group is expanding the horizon of the exchange
business. It has evolved from a traditional, nationally based,
regulated stock marketplace into an international exchange
organisation offering derivatives trading and integrated clearing,
with its own IT infrastructure and market data distribution.
Now the transition to becoming a risk management, collateral
and liquidity service provider – with a global footprint – is
within reach.
Although the financial crisis is still not entirely over, structural reforms designed
to increase systemic stability on the financial markets are on the way. For capital
market participants, this means greater security and confidence in regulated
marketplaces on the one hand, but also a greater cost and effort to meet the new
requirements on the other. Deutsche Börse Group is working on solutions for
keeping this burden to a minimum for its customers without endangering the
political goal of higher security and greater transparency on the markets that is
being realised gradually at a regulatory level. In this respect, Deutsche Börse Group
sees itself as the link between market participants and regulators. Ultimately,
however, this new world remains focused on investor protection based on equitable
access to market information, fair pricing and a system that functions efficiently
and effectively.
New services for uncollateralised and unregulated markets
This means that exchange organisations like Deutsche Börse must master two
challenges: as intermediaries, they are responsible for minimising systemic risks
in the international world of finance. The performance and reliability of trading
and post-trade systems are in turn critical for the participants in our regulated
markets in terms of their own risk management.
In order to meet these requirements, Deutsche Börse engages continuously with its
customers. As an exchange organisation, it carries a special responsibility here –
especially in light of the continued high volume of over-the-counter derivatives (OTC)
trading worldwide. The Bank for International Settlements (BIS) in Basel estimates
that outstanding positions in this largely unregulated and uncollateralised area
of trading – as of mid-2013 – totals nearly US$700 trillion. This is an increase of
8 per cent year-on-year.
Deutsche Börse Group corporate report 2013 Strategic perspectives Responsibility
Governance
43
600
customers in more than 100 countries are already
connected to the Global Liquidity Hub
The International Monetary Fund advocated the increased use of so-called
central counterparties, i.e. clearing houses which are used at exchange organisa-
tions like Deutsche Börse, to limit risks associated with this kind of trading as
early as 2010. At that time the level of derivatives trading of around US$600
trillion was actually lower. Thus, action is now needed more than ever before.
Eurex, Deutsche Börse Group’s derivatives market, anticipated future regulatory
initiatives such as the European Market Infrastructure Regulation, EMIR, at an
early stage, adapting its own business model and expanding offerings at Eurex
Clearing, its central counterparty, to include facilities for clearing OTC derivatives.
Via REGIS-TR, the Group provides solutions for its customers to help them deal
with the requirements for capturing transaction data for regulating purposes.
EMIR aims to increase
security and integrity within
the OTC derivatives market.
http: / / ec.europa.eu /
internal_market / financial-
markets / derivatives
Risk management for the financial sector
Deutsche Börse Group’s integrated trading, clearing and post-trade offerings
help to stabilise the banks. Thereby, the Group underscores its ability to make
a significant contribution to risk management in the financial sector. Deutsche
Börse Group supports global financial institutions in obtaining a real-time
overview of their securities holdings that can be mobilised as collateral via the
Global Liquidity Hub of Clearstream, its post-trade services provider.
This is how Clearstream helps allocate collateral optimally to secure global trading
positions. It enables customers to efficiently meet the new regulatory requirements
for collateralising capital market transactions. Partnerships with infrastructure
providers in Europe, America and Asia allow Clearstream to provide this service
across all time zones. This also reduces banks’ cost of equity.
Companies in the real economy increasingly need liquidity management to
conserve their equity and mitigate financial risk. This is why Clearstream is also
developing new solutions that optimise money market transactions between
banks and companies, and that create additional, collateralised alternatives to
uncollateralised money market transactions.
Specialists for market data, IT, and post-trading
The new regulatory initiatives at EU level – from EMIR to the revised MiFID – are
gradually being implemented in practice. Increased requirements for reporting
obligations are one consequence of these initiatives. The ongoing internationali-
sation of trading requires new index concepts. Reliable, powerful information
SharesServices2013HorizonsManagement reportFinancial statementsNotes 44
DAX
The most important
sentiment indicator for
the German economy
celebrated its 25th birth-
day on 1 July 2013.
technology that is also in line with market requirements is a condition for
offerings that meet customers’ needs. This is where Deutsche Börse is particu-
larly strong. In addition to the established brands in the index business, such
as DAX ® and STOXX ®, IT for trading, clearing and collateral management is
where Deutsche Börse shines in the competition for the best solutions in a more
strictly regulated environment.
Another major project intended to create uniform securities settlement throughout
the EU is TARGET2-Securities (T2S). Deutsche Börse holds a leading position
here via its Clearstream post-trade specialists. T2S will significantly intensify
competition in the European post-trade services business. Increased cooperation
with smaller national settlement service providers and their customers is enabling
Clearstream – supported by Deutsche Börse’s IT – to expand its distribution
channels and hence make a more efficient and reliable long-term contribution
to the post-trade business throughout the EU. It can also offer new solutions for
securities custody and liquidity management that benefit customers.
Growth of new markets
The strong new competitors in the global financial sector are located in Asia.
This is also where the new growth markets are creating wealth for their nations.
A look back at 2013 shows Deutsche Börse Group’s progress in these growth
markets, not least due to the strength of its integrated business model. A particular
focus here is the company’s Singapore location.
With both Deutsche Börse Group and the European Central Bank headquartered
in Frankfurt and against the backdrop of the established trade links between
Germany and China, Frankfurt as a financial centre is well positioned to establish
itself as China’s partner for European financial market activities. Ultimately,
however, this can only be accomplished if the leading institutions, politicians
and the financial centre work together.
Deutsche Börse will continue to reinforce its efforts on its home continent and
will expand its position in Eastern Europe and North America. The focus, how-
ever, will be on Asia. Deutsche Börse Group’s presence in Asia is equalled by
very few exchange organisations worldwide. This presence provides momentum
for Frankfurt as a financial centre, Germany as a financial hub and Europe as
an economic region to improve their competitiveness.
Deutsche Börse Group corporate report 2013 Our responsibility
As a technology business and service provider, Deutsche Börse
relies on its employees to act responsibly and conscientiously.
The key elements for promoting this are on-the-job training,
advanced training and continuing professional development.
These safeguard and expand skills throughout the Group. This
also means that Deutsche Börse is able to meet the require-
ments of its different stakeholders – including customers, owners
and representatives of the public interest. Responding adequately
to their interests is part of our corporate responsibility.
Stakeholders
Society
Economy
■■ Education and research
■■ Corporate governance
■■ Culture
■■ Risk management
■■ Social involvement
■■ Compliance
■■ Sustainable products
Sustainable
corporate
management
Environment
Employees
■■ Facility management
■■ Operating efficiency
■■ Consumption of resources
■■ Personnel development
■■ Mobility
■■ Work-life balance
■■ Waste management
■■ Diversity
46
Annual “Innovation
Summit”
By engaging in activities
outside everyday office life,
employees try out creativity
techniques or discuss
new business ideas with
Group staff
Deutsche Börse is a service provider that makes exacting
demands on its staff: on their technical skills, their ability to
communicate and work in teams, and their readiness to take
responsibility. At Deutsche Börse, experts with highly special-
ised knowledge work hand in hand with generalists. Together
they tailor the products and services to the requirements of
customers, owners, and representatives of the public interest.
Deutsche Börse supports on-the-job training
Initial and advanced training, as well as continuing professional development,
are a top priority at Deutsche Börse. The company therefore offers a wide variety
of internal and external training programmes, supporting its staff in continuously
expanding and refreshing their knowledge of the financial markets. Staff can also
undertake regular training for their communication and organisational skills. The
individual training offerings help staff and their supervisors to master their own
personal challenges. The programme is constantly adapted and expanded in line
with the latest developments in the various areas.
university students.
Support programmes increase career prospects
Thanks to various programmes, employees can improve their career prospects,
and apply and pass on the knowledge they have acquired within the company:
■■ In the “high potential circle”, younger, particularly motivated and talented
staff are specifically prepared for positions of responsibility by means of a set
curriculum. This curriculum focuses on business school seminars and training
sessions that enhance social skills. The “high potentials” meet with the Exec-
utive Board, participate in a variety of networking meetings and are personally
mentored by members of middle and upper management.
Deutsche Börse Group corporate report 2013 Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Group staff
47
2% Introductions
4 % IT
14 % Work-life balance
37 % Business
Internal trainings
(Total: 796 training events)
Job-related 43 %
■■ Staff are able to qualify for part-time masters programmes through a selection
process. In 2013, a cooperation partner for MBA programmes at the Prague
location was selected. Deutsche Börse Group-supported masters programmes
are now available to employees at the main locations in Frankfurt / Eschborn,
London, Luxembourg, and Prague.
■■ In 2013, both of the mentoring programmes were expanded and improved: the
“new hire” mentoring programme helps new employees get started, and aids them
in establishing contacts beyond their own department and in gaining a cross-
departmental understanding of the company. The “new role” mentoring pro-
gramme provides support to employees taking on a new management position.
Special training for executives
In addition to a career as a manager with responsibility for employees, staff
of Deutsche Börse Group have opportunities for promotion in expert or project
manager career paths. The company also supports lateral transfers to other
departments or business areas at the same hierarchy level.
For managers on any of the career paths, the company provides dedicated training,
coaching and cross-segment and international events to exchange views. The
latter include the dialogue with top management hosted by the Executive Board
with holders of key functions on a regular basis. Clearly defined processes for
succession planning ensure that the most suitable candidates take on the relevant
management functions when management positions become vacant.
Women in management
Deutsche Börse has
committed to this goal.
Details can be found
in the
“Employees”
section in the combined
management report.
Career prospects for young talent
At the end of 2013, the company was training twelve prospective office commu-
nication specialists. During their traineeships, vocational trainees work in up
to seven departments – central departments and market areas – for three to six
months per assignment. In this way, trainees gain insights into a wide range
of tasks while at the same time making valuable contributions to the work of
Deutsche Börse Group. The company offered permanent positions to all six
trainees who completed their traineeships in 2013.
48
Diversity creates new ideas and customer proximity
Deutsche Börse Group values and promotes the diversity of its employees. This
is also in its own business interests: the company’s broad range of diverse products
and services places completely different demands on the staff in development
and distribution. Teamwork and diverse educational backgrounds are therefore
particularly important in the Group: staff with backgrounds in mathematics,
information technology, business administration, or economics, as well as law,
humanities and social sciences work together to develop products and services –
for our customers.
This collaboration across areas and departments results in ideas for new prod-
ucts – one of the strengths of Deutsche Börse’s diversified business model.
Thinking above and beyond the set area of responsibility and developing sugges-
tions together with colleagues from other business areas are both expected and
promoted by Deutsche Börse: staff can submit ideas and suggestions for im-
provements via the “YouNovate” internal innovation management programme.
The ideas may relate to any aspect of the company – new products, contributions
to cost efficiency, or public relations. The overarching goal of YouNovate is to
promote a culture of innovation in the company. In this way, innovation manage-
ment helps the company to recognise and tap into growth opportunities even
beyond existing products.
Deutsche Börse Group is a global company, with 22 locations in 16 countries
around the world. Its steady internationalisation is a core element of the corpo-
rate strategy: not only does the Group aim to access new markets, but also to
become close to its customers abroad. It therefore operates not only in different
markets, but also in different cultures. The diversity of its customers is reflected
in the cultural diversity of its staff: Deutsche Börse Group employs people from
68 countries of origin. The diversity of its workforce is one of Deutsche Börse’s
strengths. It presents new challenges for communication – but is ultimately an
essential condition for survival in the face of global competition.
Ideas via YouNovate
Deutsche Börse Cloud
Exchange AG was
formed in 2013.
www.
dbcloudexchange.com
Global employee survey
Details on this can be found
in the
“Employees” section
in the combined manage-
ment report.
Deutsche Börse Group corporate report 2013 Stakeholder engagement
49
Stakeholder engagement
Stakeholder engagement is the term used to describe a compa-
ny’s interaction with its stakeholders. As an infrastructure pro-
vider for the capital markets, Deutsche Börse Group considers
continuous dialogue with its stakeholders to be an important
element of its economic and social function.
Dialogue – the foundation for trust-based working relationships
Deutsche Börse Group interacts continuously with a large number of different
stakeholder groups. Depending on their perspective, i.e. whether they see
Deutsche Börse as a capital market organiser or as a listed company in its
own right, stakeholders and their interests can vary.
Summary of key stakeholders
Deutsche Börse Group as
a listed company
Deutsche Börse Group as a
capital market organiser
■■ Deutsche Börse AG
■■ Supervisory authorities
■■ Intermediaries
shareholders
■■ Employees
■■ Politics
■■ Media
■■ Issuers
■■ Institutional / private investors
■■ Employee representatives
■■ Non-governmental
■■ Trading, clearing and
■■ Business partners
organisations
post-trading participants
■■ Suppliers
■■ Service providers
■■ Society
■■ Financial community
Open dialogue promotes trust-based working relationships and delivers essential
impulses for development and decision processes; Deutsche Börse Group there-
fore seeks to exchange views with its stakeholders, mainly through personal
dialogue as well as through its participation in committees and working groups.
The topics for discussion, their relevance for efficient and safe markets and the
SharesServices2013HorizonsStrategic perspectivesResponsibilityGovernanceManagement reportFinancial statementsNotes 50
More on the potential impact
of regulatory initiatives at
www.deutsche-boerse.com
> About us > Public Affairs.
depth of the specific relationship between Deutsche Börse and its stakeholders
determine which communication platform is used. In addition, stakeholder group
representatives can also contribute directly to Deutsche Börse’s strategic direction –
for example through surveys or at dialogue events. All communication platforms
have in common an opportunity to exchange views and information directly. This
facilitates dealing with stakeholder requirements: requests and criticisms voiced
by stakeholder groups are taken on board without delay and can be reflected in
decisions in a timely manner. In addition, Deutsche Börse Group uses this exchange
of views to comment on controversial issues and provide reasons for its position.
Overview of internal and external stakeholder interests
While shareholders, employees and business partners are primarily interested in
the company itself, sound corporate governance and a strong financial performance,
customers – such as issuers, trading, clearing and post-trade participants – focus
on a comprehensive, efficient and high-quality product and service offering. The
focus of the real economy, supervisory authorities, politicians and society in
general, is on Deutsche Börse’s contribution to the stability and efficiency of the
financial markets, and hence on its key role for a functioning economy.
In 2013, Deutsche Börse Group therefore also analysed and evaluated trends in
current regulatory initiatives. At the same time, the company extended its range
of efficient solutions for securities, risk and liquidity management for market
participants. Moreover, the Group contributed to enhancing integrity, transparency
and standardisation on the global capital markets. Measures taken in the areas
of customer satisfaction, compliance and data security, as well as employee
satisfaction, rounded off Deutsche Börse Group’s internal and external stakeholder
engagement activities in 2013 (see also the
“Group staff” chapter).
Areas for action at Deutsche Börse Group
Deutsche Börse Group prioritises its areas for action with regard to initiatives of
strategic importance for its operating business. In addition, Deutsche Börse Group
regularly identifies areas for action and issues that are of key importance to its
various stakeholders. These analyses allow the company to define core areas for
Deutsche Börse Group corporate report 2013 Stakeholder engagement
51
chart below shows the most important initiatives in the operating business
its future involvement and to address the needs and interests of its stakeholders.
The
as well as core issues that were increasingly addressed in communication with
representatives of key stakeholder groups. The darker an area for action appears
in the chart, the higher its strategic priority is, the more importance Deutsche
Börse Group attaches to it in its operating business, and the more frequently it
was addressed in discussions with various stakeholders. The stability and availa-
bility of trading systems and risk management solutions for market participants are
examples of key areas for action for the company and its stakeholders.
Areas for action at Deutsche Börse
■■ Transparency /
■■ Staff training and
■■ Technology leadership
■■ Sustainable product
development
■■ Emissions trading
■■ Shareholder
satis faction
■■ Customer satisfaction
■■ Corporate citizenship
■■ Risk management
■■ Diversity and equal
portfolio
■■ Environmental
management
■■ Green IT
opportunities
■■ Greenhouse gas
■■ Value creation
■■ Job security
emissions
■■ Supplier management
■■ Human rights
solutions for market
participants
■■ EBIT
■■ Stakeholder
engagement
■■ Innovation potential
■■ Employee satisfaction
standardisation on
the capital markets
■■ Support for
regulatory projects
to ensure a stable
financial system
■■ Integrity and
compliance
■■ Cost efficiency
■■ Know-how transfer
on capital market
issues
■■ Stability and
availability of the
trading systems
■■ Remuneration
■■ Profitable growth
Highest relevance
The key selection criterion used by Deutsche Börse Group in identifying relevant
areas for action is materiality, i.e. the significance of an issue. In addition, Deutsche
Börse Group must be capable in principle of influencing the areas concerned.
SharesServices2013HorizonsStrategic perspectivesResponsibilityGovernanceManagement reportFinancial statementsNotes 52
Deutsche Börse Group used the following sources to determine its relevant areas
for action and their weighting:
An overview of Deutsche
■■ Information from Deutsche Börse Group’s committees and working groups,
Börse Group’s committees
whose members include international capital market representatives
and working groups is
■■ Analysis of customer satisfaction surveys, customer visits and queries put to
available at
www.
Deutsche Börse Group’s customer service organisation
deutsche-boerse.com / cr_e >
■■ Internal analyses and assessments of trends and developments in the financial
Customer governance.
services sector (e.g. changes in the regulatory framework)
■■ Insights gained from investor conferences, roadshows and individual visits,
as well as topics raised at the Annual General Meeting
■■ Feedback from staff meetings, employee events and regular review discussions
■■ Strategic focus areas identified at the meetings of the Executive and
Super visory Boards and of the individual Supervisory Board committees
■■ Focus topics from dialogue events, workshops and other events for
representatives of various stakeholder groups
■■ Analysis of press clippings and enquiries
■■ Enquiries received by Deutsche Börse Group from other external
stakeholder groups
Continuous dialogue with stakeholders
Lively and open dialogue with internal and external stakeholders is a key element
of Deutsche Börse Group’s stakeholder engagement. The company employs various
communication channels and instruments in order to maintain this dialogue over
the long term.
For instance, in 2013, the company hosted three evening events on “Anstand,
Fairness, Gerechtigkeit – ethische Orientierung am Finanzplatz der Zukunft”
(Decency, fairness, justice – ethical awareness in the financial world of the future).
In the financial centre of Frankfurt / Main, Deutsche Börse entered into a dialogue
with leading contemporary philosophers, discussing which ethical rules and values
the financial world can adhere to without losing sight of its economic interests.
In September, Deutsche Börse Group published the Best Practice Guide which
provides companies with seven recommendations on including non-financial
indicators in holistic corporate reporting.
Last autumn, a new series of indices was added to the STOXX ESG Leaders family.
The indices are sustainability-weighted versions of the EURO STOXX 50 ® and
STOXX ® Europe 50.
Deutsche Börse Group corporate report 2013 Our governance
Corporate governance is a high priority for Deutsche Börse Group.
The qualifications and independence of our employees and the
individual support given to them, as well as transparency and
sustainability, are the principles shaping the company’s internal
organisation and culture.
Deutsche Börse AG
Annual General Meeting
Supervisory Board
Personnel Committee
Audit Committee
Nomination Committee
Supervisory Board Strategy Committee
Supervisory Board Technology Committee
Supervisory Board Clearing and Settlement Committee
Interim Supervisory Board Committee Risk Management Roadmap (since February 2014)
Executive Board
Specialist committees / working parties
54
The Executive Board
From left to right:
Jeffrey Tessler, Andreas Preuss,
Reto Francioni, Gregor Pottmeyer,
Hauke Stars
Reto Francioni, * 1955
Chief Executive Officer,
Deutsche Börse AG
Prof., Dr. jur.
Frankfurt / Main
Detailed information about
the members of the Executive
Board and their appointments
to supervisory bodies of
other companies can be found
on the Internet under
www.deutsche-boerse.
com / execboard
Andreas Preuss, * 1956
member of the Executive Board
and Deputy Chief Executive
Officer,
Deutsche Börse AG
responsible for the Cash &
Derivatives Markets division
graduate degree in Business
Administration
(Dipl.-Kaufmann)
Frankfurt / Main
Gregor Pottmeyer, * 1962
member of the Executive Board,
Deutsche Börse AG
Chief Financial Officer
graduate degree in Business
Administration
(Dipl.-Kaufmann)
Frankfurt / Main
Jeffrey Tessler, * 1954
member of the Executive Board,
Deutsche Börse AG
responsible for the Clearstream
division
MBA
Luxembourg
Hauke Stars, * 1967
member of the Executive Board,
Deutsche Börse AG
responsible for the Information
Technology & Market Data +
Services division
Engineering degree in applied
computer science (Dipl.-Ing.),
MSc by research in Engineering
Frankfurt / Main
Former member of the
Executive Board
Frank Gerstenschläger, * 1960
member of the Executive Board,
Deutsche Börse AG
(until 31 March 2013)
responsible for Special Projects
university degree in Economics,
Business Administration and
Engineering
(Dipl.-Wirtschaftsingenieur)
Darmstadt
As at 31 December 2013
Deutsche Börse Group corporate report 2013 Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
The Supervisory Board
55
Detailed information about the
members of the Supervisory
Board and their additional
appointments to supervisory
bodies of other companies
or comparable control bodies
can be found on the Internet
under
com / supervboard
www.deutsche-boerse.
The Supervisory Board
Joachim Faber, * 1950
Chairman
Independent Management
Consultant, Grünwald
Nationality: German
Board member
since 20 May 2009
Gerhard Roggemann, * 1948
Deputy Chairman
Vice Chairman, Investment
Banking
Canaccord Genuity Limited,
London
Nationality: German
Board member from 11 May 1998
to 14 May 2003 and since
12 July 2005
Richard Berliand, * 1962
Management Consultant –
Executive Director
Richard Berliand Limited,
Ashtead Surrey
Nationality: British
Board member
since 7 October 2005
Irmtraud Busch, 1) * 1956
Staff member in the Business
Consulting section
(until 31 December 2013, from
1 January 2014 early retirement)
Clearstream Banking AG,
Frankfurt / Main
Nationality: German
Board member
since 16 May 2012
Karl-Heinz Floether, * 1952
Independent Management
Consultant, Kronberg
Nationality: German
Board member
since 16 May 2012
Marion Fornoff, 1) * 1961
Staff member in the Human
Resources
Germany section
Deutsche Börse AG,
Frankfurt / Main
Nationality: German
Board member
since 16 May 2012
Hans-Peter Gabe, 1) * 1963
Staff member in the HR Policies &
Corporate Training section
Deutsche Börse AG,
Frankfurt / Main
Nationality: German
Board member
since 21 May 1997
Richard M. Hayden, * 1945
Non-Executive Chairman
Haymarket Financial LLP,
London
Senior Advisor
TowerBrook Capital Partners L.P.,
London
Nationality: US-American and
British
Board member
since 12 July 2005
Craig Heimark, * 1954
Managing Partner
Hawthorne Group LLC, Palo Alto
Nationality: US-American
Board member
since 7 October 2005
David Krell, * 1946
Chairman of the Board of Directors
International Securities Exchange,
LLC, New York
Nationality: US-American
Board member
since 1 January 2008
Monica Mächler, * 1956
Lawyer, Pfäffikon
Former Vice Chair of the Board of
Directors of the Swiss Financial
Market
Supervisory Authority (FINMA),
Bern
Nationality: Swiss
Board member
since 16 May 2012
Friedrich Merz, * 1955
Lawyer
Partner Mayer Brown LLP,
Dusseldorf
Nationality: German
Board member
since 12 July 2005
Thomas Neiße, * 1948
Independent Consultant Capital
Markets, Haibach
Nationality: German
Board member
since 14 January 2009
Heinz-Joachim Neubürger, *1953
Independent Management
Consultant, London
Nationality: German
Board member
since 16 May 2012
Erhard Schipporeit, * 1949
Independent Management
Consultant, Hanover
Nationality: German
Board member
since 7 October 2005
Jutta Stuhlfauth, 1) * 1961
Lawyer and Head of Unit Policies
and Procedures
Deutsche Börse AG,
Frankfurt / Main
Nationality: German
Board member
since 16 May 2012
Martin Ulrici, 1) * 1959
Staff member in the HR Policies &
Corporate Training section
Deutsche Börse AG,
Frankfurt / Main
Nationality: German
Board member
since 16 May 2012
Johannes Witt, 1) * 1952
Staff member in the Financial
Accounting & Controlling
Department
Deutsche Börse AG,
Frankfurt / Main
Nationality: German
Board member
since 21 May 1997
As at 31 December 2013
1) Employee representative
56
Report of the Supervisory Board
Joachim Faber
Chairman of the Supervisory Board
Deutsche Börse Group corporate report 2013 57
In the year under review, the Supervisory Board of Deutsche Börse AG held
in-depth discussions on the position and prospects of the company and per-
formed its duties in accordance with the law and the Articles of Association.
We regularly advised the Executive Board on the management of the company
and monitored its work; we were involved in all fundamental decisions. Where
required by law, the Articles of Association, or the bylaws, we adopted each
resolution following thorough examination.
There were ten plenary meetings altogether in 2013, six of which were regular and four of which were
extraordinary. In addition, two strategy workshops were held in which the Supervisory Board discussed
Deutsche Börse Group’s growth strategy in detail.
At our meetings, the Executive Board provided us with comprehensive and timely information – verbally
and in writing – in line with the legal requirements on the course of business, the position of the com -
pany and the Group (including the risk situation, risk management and compliance), as well as on the
company’s strategy and planning. We discussed all transactions significant for the company in the plenary
meetings and in the Supervisory Board committees, based on the reports of the Executive Board.
The high frequency of both plenary and committee meetings facilitated lively exchange between the
Supervisory Board and the Executive Board. The Executive Board also reported on individual issues in
written reports and discussed individual topics with us between meetings. In addition, the Chairman
of the Executive Board continually informed the Chairman of the Supervisory Board about current
developments in the company’s business, significant transactions, upcoming decisions, and the long-
term outlook and thoughts on potential developments, and discussed these matters with him.
The Executive Board submitted all measures requiring Supervisory Board approval according to the law,
the Articles of Association, or the bylaws to the Supervisory Board, and the Supervisory Board approved
these measures. The Supervisory Board also verified that the Executive Board’s actions were lawful,
due and proper, and appropriate.
Each member of the Supervisory Board attended at least half of the Supervisory Board meetings in
2013. The members of the Supervisory Board participated in the Supervisory Board meetings and
the committees as follows:
Report of the Supervisory BoardSharesServices2013HorizonsStrategic perspectivesResponsibilityGovernanceManagement reportFinancial statementsNotes 58
Attendance of Supervisory Board members at meetings in 2013
Name
Joachim Faber
Richard Berliand
Irmtraud Busch
Karl-Heinz Floether
Marion Fornoff
Hans-Peter Gabe
Richard M. Hayden
Craig Heimark
David Krell
Monica Mächler
Friedrich Merz
Thomas Neiße
Heinz-Joachim Neubürger
Gerhard Roggemann
Erhard Schipporeit
Jutta Stuhlfauth
Martin Ulrici
Johannes Witt
Average attendance rate
Meetings
(incl. committees)
Meeting attendance
17
17
13
18
13
14
13
14
14
13
19
13
23
17
19
14
14
19
17
16
12
18
11
8
13
12
14
13
14
11
23
15
19
12
14
17
%
100
94
92
100
85
57
100
86
100
100
74
85
100
88
100
86
100
89
91
Focus of the work of the Supervisory Board
The Executive Board continually informed the Supervisory Board about current developments and initia-
tives. Projects relevant to the company, market developments and regulatory changes were discussed.
In the year under review, our work focused on strategic growth initiatives in Asia, particularly for the
companies of the Eurex and Clearstream subgroups. Another focus was the reorientation of Deutsche
Börse Group’s information technology, as well as cross-divisional strategic initiatives, particularly in
clearing and custody. The third focus of our discussions was the question of how the internal control
system, including compliance and risk management processes, could be expanded and strengthened.
We also kept a close eye on regulatory developments at national and European levels and discussed
their potential impact on Deutsche Börse Group’s business model. In relation to this, we discussed the
European Market Infrastructure Regulation (EMIR), the revision of the Markets in Financial Instruments
Directive (MiFID II / MiFIR), the Central Securities Depositories Regulation (CSDR), the Capital Require-
ments Directive (CRD IV), as well as the financial transaction tax (FTT) and the regulation of high-
frequency trading (HFT) at a national level.
During the year under review, we also held in-depth discussions on the investigation by the US
Treasury Department’s Office of Foreign Assets Control (OFAC) due to alleged violations of US sanctions
by Clearstream Banking S.A. (Clearstream) and the measures to further strengthen the compliance
functions. As part of the investigation, OFAC examined the maintenance of an omnibus account by
Clearstream in the United States, as well as certain securities transfers within Clearstream’s settlement
system in 2008. These securities transfers were connected with a decision taken by Clearstream
in 2007 to close its Iranian customers’ accounts. We received a number of in-depth reports from the
Deutsche Börse Group corporate report 2013 59
Executive Board about the status of this investigation in 2013. We carefully reviewed the settlement
that resolved the matter without determining any violation by Clearstream, and then approved its
signature at our extraordinary meeting on 7 November 2013.
We also held extensive discussions in the reporting period on a settlement that Clearstream reached
with US plaintiffs. In 2008, enforcement proceedings were initiated against Clearstream in the USA.
The enforcement proceedings were based on judgements which several groups of plaintiffs had suc-
cessfully brought against Iran. During the enforcement proceedings, the plaintiffs restrained certain
positions in Clearstream’s custody account with its US intermediary bank and applied for these
assets to be turned over. In addition, the plaintiffs had filed direct claims for damages in the amount
of US$250 million against Clearstream in 2011 in connection with an alleged unauthorised transfer
of the restrained positions. We also carefully reviewed this settlement, which provides for the dismissal
of these direct damages claims against Clearstream in particular, and approved its signature at our
extraordinary meeting on 9 September 2013.
We were also regularly informed about Deutsche Börse AG’s share price performance, also in compari-
son to its competitors. Moreover, the Executive Board reported on the business performance, financial
position and results of operations of Deutsche Börse AG, its affiliated companies and Deutsche Börse
Group as a whole.
Our plenary meetings focused on the following issues during the reporting period:
At our first regular meeting for the reporting period on 19 February 2013, we addressed the prelimi-
nary results for financial year 2012 and the dividend proposed by the Executive Board for 2012. We
also resolved the amount of the variable remuneration of the Executive Board for financial year 2012
following in-depth discussion. We approved the revised version of the budget for 2013 and discussed
a status report on current litigation and the OFAC investigation. Furthermore, the Supervisory Board
adopted the corporate governance declaration in accordance with section 289a of the Handelsgesetz-
buch (HGB, German Commercial Code) as well as the corporate governance report and the 2012
remuneration report.
At the regular meeting on 13 March 2013, we discussed the company’s annual financial statements
and the 2012 consolidated financial statements plus the combined management report; the auditors
were present for this. The 2012 annual financial statements and consolidated financial statements
were approved in line with the recommendation by the Audit Committee, which had previously con-
ducted an in-depth examination of the documents. The report of the Supervisory Board for 2012
and the agenda for the 2013 Annual General Meeting were also resolved. After reviewing the appro-
priateness of the Executive Board’s remuneration, we specified the target consolidated net income
for 2013 as the basis for determining the variable cash component for members of the Executive Board
for financial year 2013.
At the regular meeting held directly before the Annual General Meeting on 15 May 2013, we reap-
pointed Andreas Preuss as a member and Deputy Chairman of the Executive Board. We also discussed
the upcoming Annual General Meeting with the Executive Board.
At the regular meeting on 13 June 2013, we once again held in-depth discussions on the OFAC
investigation, strategic initiatives and a communication and image campaign for Deutsche Börse AG.
Report of the Supervisory BoardSharesServices2013HorizonsStrategic perspectivesResponsibilityGovernanceManagement reportFinancial statementsNotes 60
Following the regular meeting, an extraordinary meeting was held on 13 June 2013, at which we
addressed regulatory questions raised by the US subsidiary International Securities Exchange (ISE).
At the extraordinary meeting on 27 June 2013, we approved the signature of a legal consulting
agreement with Mayer Brown LLP, of which Supervisory Board member Friedrich Merz is a partner.
Mayer Brown LLP was engaged to provide short-term support in the ongoing negotiations with OFAC.
See also the
section entitled “Management of individual conflicts of interest”.
At an additional extraordinary meeting on 9 September 2013, we approved the conditions of Clearstream’s
settlement with US plaintiffs after careful examination. The Supervisory Board held in-depth discussion
on the substance of the settlement, which provides in particular for the dismissal of the direct claims
against Clearstream in the amount of US$250 million. In return, Clearstream committed to discontinue
its action seeking to prevent the surrender of the restrained positions to the plaintiffs.
At the regular meeting on 19 September 2013, the Executive Board informed us about the status of
the strategic growth initiatives in Asia. We also addressed measures to strengthen the organisation
of Group Compliance, as well as data security issues and the measures implemented by Deutsche
Börse Group to combat cyber attacks. Furthermore, we resolved that the efficiency audit for 2013 in
accordance with no. 5.6 of the German Corporate Governance Code be supervised and supported
by Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft. In addition, we again addressed the status
of the OFAC investigation and the settlement with US plaintiffs.
At the extraordinary meeting on 7 November 2013, we resolved, after careful examination, to approve
the settlement-based termination of the OFAC investigation against payment of US$151.9 million by
Clearstream.
At the regular meeting on 3 December 2013, we addressed strategic initiatives, as well as the strategic
capital and financing frameworks. We held in-depth discussions on the reorientation of information
technology and the measures implemented by the Executive Board in relation to this. Furthermore, we
discussed the results of the 2013 efficiency audit and adopted the 2014 budget. We also resolved
the declaration of conformity in accordance with section 161 of the Aktiengesetz (AktG, German Stock
Corporation Act) for the reporting period and the introduction of a deductible for the Supervisory
Board’s D&O insurance. The declaration of conformity is available at
declconformity.
www.deutsche-boerse.com /
At the regular meeting on 19 February 2014, we resolved to establish an interim Supervisory Board
committee Risk Management Roadmap. The committee shall, in particular, have the task of monitoring
the implementation to optimise the risk management of Deutsche Börse Group. The committee has been
established for the period until the end of the Annual General Meeting of Deutsche Börse AG in 2015.
Work of the committees
In the year under review, the Supervisory Board has a total of six committees, which are primarily
responsible for preparing the decisions and topics to be discussed in the plenary meetings. Addition-
ally, the Supervisory Board has delegated individual decision-making powers to the committees, to
the extent that this is legally permissible. Each of the committee chairs provided detailed reports of
committee work at the plenary meetings. The Chairman of the Supervisory Board chairs the Personnel
Committee, the Nomination Committee and the Strategy Committee. The detailed composition and
exact working methods of all of the Supervisory Board committees in the year under review can be
found in the
Corporate governance declaration in accordance with section 289a of the HGB.
Deutsche Börse Group corporate report 2013 61
The Personnel Committee met three times in the year under review, while the Strategy Committee met
four times. The Audit Committee convened six regular meetings and three extraordinary meetings in
2013. The Technology Committee met four times. The Clearing and Settlement Committee held three
meetings in 2013. The Nomination Committee did not need to convene any meetings in the year under
review. The following issues were dealt with by the committees:
Personnel Committee
■■ Discussion of target achievement to determine the amount of variable remuneration for the members
of the Executive Board for 2012 and discussion of the 2012 remuneration report
■■ Definition of the target consolidated net income for 2013 as a criterion for determining the variable
cash component for members of the Executive Board
■■ Preparation of a proposal to the plenary meeting to determine the 2013 target remuneration for the
Executive Board
■■ Review of the appropriateness of the Executive Board remuneration and the pensionable income
■■ Preparation of a recommendation to the plenary meeting for the reappointment of Mr Andreas Preuss
as a member of the Executive Board and Deputy Chairman of the Executive Board
■■ Adoption of the individual targets of members of the Executive Board for 2014
■■ Discussion of succession planning in Deutsche Börse Group’s upper and middle management
■■ Discussion of the introduction of a deductible for the D&O insurance of the members of the Super-
visory Board
Strategy Committee
■■ Analysis of current strategic projects and growth initiatives, particularly in Asia
■■ Strategic reorientation of Deutsche Börse Group’s information technology
■■ Medium-term strategy planning, taking into account regulatory developments
Audit Committee
■■ Discussion of the annual financial statements and consolidated financial statements, as well as
the combined management report and the audit report for financial year 2012, in the presence
of the auditors
■■ Preparation of the Supervisory Board’s resolution on the 2012 corporate governance report and the
remuneration report and on the corporate governance declaration in accordance with section 289a
of the HGB
■■ Discussion of the dividend for financial year 2012
■■ Discussion of the interim reports for the first and third quarters of 2013 and the half-yearly financial
report for the first half of 2013
■■ Obtaining the statement of independence from the auditors
■■ Preparation of the Supervisory Board’s proposal to the Annual General Meeting in May 2013 to elect
the auditors and agree on the audit fee
■■ Discussion of Deutsche Börse Group’s reports on risk management and compliance, the reports on
the internal control system and the internal audit report. The committee was informed about these
topics – including the methods and systems applied and their efficiency, adequacy and effectiveness –
throughout the entire reporting period and discussed them in detail
■■ Commissioning of an external review of Deutsche Börse Group’s compliance function
■■ Extensive discussion of the various compliance initiatives to further strengthen the compliance
functions
■■ Establishment of the focus of the audit for 2013
■■ Discussion of the declaration of conformity for 2013
■■ Discussion of Deutsche Börse Group’s budget for 2014 and the report on compliance and the internal
auditing system
■■ Discussion and definition of the Audit Committee’s tasks for 2014
Report of the Supervisory BoardSharesServices2013HorizonsStrategic perspectivesResponsibilityGovernanceManagement reportFinancial statementsNotes 62
Technology Committee
■■ In-depth discussion of the reorientation of Deutsche Börse Group’s information technology and the
enhancement of trading and post-trading systems
■■ Discussion of Deutsche Börse Group’s information security management
■■ Discussion of the IT budget for 2014
Clearing and Settlement Committee
■■ In-depth discussion of the settlements between Clearstream and OFAC and between Clearstream
and the US plaintiffs (see
page 58 f.)
■■ Discussion of Deutsche Börse Group’s initiatives in the area of securities settlement
■■ Examination of the Global Liquidity Hub (platform for liquidity and risk management), TARGET2-
Securities and post-trade services for OTC markets
■■ Discussion of current regulatory developments, e.g. EMIR
Audit of the annual and consolidated financial statements
KPMG AG Wirtschaftsprüfungsgesellschaft (KPMG), domiciled in Berlin, audited the annual financial
statements of Deutsche Börse AG and the consolidated financial statements, as well as the combined
management report for the financial year ended 31 December 2013, together with the accounting
system, and issued an unqualified audit opinion. The condensed financial statements and interim
management report contained in the half-yearly financial report for the first six months of 2013 were
reviewed by KPMG. The documents relating to the financial statements and the reports by KPMG were
submitted to us for examination in a timely manner. The auditor attended the relevant meetings of
the Audit Committee and the plenary meeting of the Supervisory Board to approve the annual financial
statements. The auditor reported on the key results of the audit, elaborated in particular on the net
assets, financial position and results of operations of the company and Group, and was available to
provide supplementary information. The auditor also reported that no significant weaknesses in the
control and risk management systems had been found, in particular with respect to the financial
reporting process. The audit of compliance with all relevant statutory provisions and regulatory require-
ments did not give rise to any objections. KPMG provided information on other services that were
rendered in addition to audit services. There were no grounds for suspecting impairment of the
auditor’s independence.
The Audit Committee discussed the financial statement documents and the reports by KPMG in detail
with the auditors and examined them carefully itself. It is satisfied that the reports meet the statutory
requirements under sections 317 and 321 of the HGB in particular. The Committee reported to the
Supervisory Board on its examination and recommended that it approve the annual financial statements
and consolidated financial statements.
Our own examination of the annual financial statements, the consolidated financial statements and the
combined management report for 2013 in a plenary meeting did not lead to any objections and we
concurred with the results of the audit performed by the auditors. We approved the annual financial
statements prepared by the Executive Board and the consolidated financial statements at our meeting
on 5 March 2014 in line with the Audit Committee’s recommendation. The annual financial statements
of Deutsche Börse AG are thereby adopted.
The Audit Committee discussed the Executive Board’s proposal for the appropriation of the unappropri-
ated surplus in detail with the Executive Board, in particular in view of the company’s liquidity and
financial planning as well as taking into account shareholders’ interests. Following this discussion and
Deutsche Börse Group corporate report 2013 63
its own examination, the Audit Committee approved the Executive Board’s proposal for the appropriation
of the unappropriated surplus. After examining this ourselves, we also approved the Executive Board’s
proposal in a plenary meeting of the Supervisory Board.
Composition of the boards
While there were no changes to the composition of the Supervisory Board in the period under review,
the following changes were made to the Executive Board:
■■ The term of office of Executive Board member Frank Gerstenschläger ended by mutual agreement
effective 31 March 2013. We expressed our thanks to Mr Gerstenschläger for his service and
commitment.
■■ At the Supervisory Board meeting on 15 May 2013, we reappointed Andreas Preuss for a three-year
term of office and again appointed him as Deputy Chairman of the Executive Board.
Management of individual conflicts of interest
On 11 June 2012, we approved the agreement on the provision of advisory services relating to the
development of new products and services in the area of derivatives trading and clearing with Richard
Berliand Limited, whose managing director Richard Berliand is a member of the Supervisory Board.
Mr Berliand was neither present when the extension of the consulting agreement was discussed by the
Supervisory Board, nor did he participate in the resolution on the consulting agreement. The agreement
expired effective 30 June 2013.
On 19 February 2013, we approved a consulting agreement between Deutsche Börse AG and the IT
advisory firm Cohesive Flexible Technologies Corporation (Cohesive FT). Supervisory Board member
Craig Heimark, who holds an interest in Cohesive FT, did not participate in the discussion about
engaging Cohesive FT and the resolution on approving this agreement due to a possible conflict of
interests. The agreement expired during the year under review.
During financial year 2013, the international law firm Mayer Brown LLP provided advice relating to
the OFAC settlement. Supervisory Board member Friedrich Merz is a partner of Mayer Brown LLP.
The Supervisory Board approved the engagement of Mayer Brown at its extraordinary meeting on
27 June 2013. Mr Merz did not take part in either the discussion about the engagement of Mayer
Brown LLP or in the Supervisory Board’s engagement resolution.
The Supervisory Board would like to thank the Executive Board, all employees and the employee
representatives for their dedication and achievements in 2013.
Frankfurt / Main, 5 March 2014
For the Supervisory Board:
Joachim Faber
Chairman of the Supervisory Board
Report of the Supervisory BoardSharesServices2013HorizonsStrategic perspectivesResponsibilityGovernanceManagement reportFinancial statementsNotes 64
Corporate governance declaration
The corporate governance declaration in accordance with section 289a of the
Handelsgesetzbuch (HGB, German Commercial Code) is part of the combined
management report. In this declaration, the Executive Board and Supervisory
Board of Deutsche Börse AG report on the following: the declaration of conformity
in accordance with section 161 of the Aktiengesetz (AktG, German Stock Corpo-
ration Act), relevant information on corporate governance practices, Executive
and Supervisory Board working practices, as well as the composition and work-
ing practices of the Supervisory Board committees.
Declaration of conformity in accordance with section 161 of the AktG
On 9 December 2013, the Executive Board and Supervisory Board of Deutsche Börse AG issued the
following declaration of conformity:
“Declaration of Conformity – December 2013
Declaration of Conformity regarding the German Corporate Governance Code in accordance with
section 161 of the German Stock Corporation Act
Section 161 of the German Stock Corporation Act (AktG) requires the Executive Board and the Super-
visory Board of a listed stock corporation to declare annually that the recommendations of the “Govern-
ment Commission German Corporate Governance Code” published by the Federal Ministry of Justice
in the official section of the Federal Gazette have been and are being met or, if not, which recommen-
dations have not been or are not being applied and why not.
For the period since the last declaration of conformity dated 10 December 2012 until 9 June 2013,
the declaration set out below refers to the version of the Code as of 15 May 2012. Since 10 June 2013,
the declaration refers to its current version as of 13 May 2013, published in the Federal Gazette on
10 June 2013.
The Executive Board and the Supervisory Board of Deutsche Börse AG declare that the recommenda-
tions of the “Government Commission German Corporate Governance Code” have been and will be
met with few deviations. For the details, please see below:
1. Deductible in the D&O policy for the Supervisory Board (no. 3.8 (3) of the Code)
On the yearly renewal of the D&O policy, Deutsche Börse AG will agree on a deductible in the D&O
policy for the Supervisory Board and comply with the recommendation in no. 3.8 (3) of the Code
thereafter.
So far, Deutsche Börse AG had not followed the recommendation to agree on a deductible in the D&O
policy for the Supervisory Board. There was some concern that agreeing a deductible could impede the
company’s ability to staff its Boards with international members, as agreeing on a deductible is not
always common practice in other countries. After a thorough analysis of the pros and cons of agreeing
a deductible, the company decided to agree on it in the future.
Deutsche Börse Group corporate report 2013 Corporate governance declaration
65
2. Agreement of severance payment caps when concluding Executive Board contracts and of
change of control clauses (no. 4.2.3 (4) and (5) of the Code)
2.1 Severance payment caps pursuant to no. 4.2.3 (4) of the Code
Severance payment caps agreed upon in all current contracts with the members of the Executive Board
complied and will continue to comply with the recommendation no. 4.2.3 (4) of the Code. As in the
past, however, the Supervisory Board reserves the right to deviate from no. 4.2.3 (4) of the Code in
the future under certain circumstances. The Supervisory Board is of the opinion that a deviation may
become necessary in extraordinary cases.
2.2 Change-of-control-clauses in Executive Board contracts pursuant to no. 4.2.3 (5) of the Code
From now on, all of the Executive Board contracts contain change-of-control-clauses in accordance
with the Code. The recommendation in no. 4.2.3 (5) of the Code is therefore complied with. Devia-
tions from the recommendation of the Code – which could still be found whilst the renewal process
of the contracts was on-going in the past – no longer exist.”
The annual declaration of conformity in accordance with section 161 of the AktG can also be found on
the Internet at
previous five years can also be accessed there.
www.deutsche-boerse.com / declconformity. The declaration of conformity for the
Information on corporate governance practices
Behavioural guidelines
Deutsche Börse Group’s global orientation requires that binding policies and standards of behaviour are
applied at each of its locations around the world. The principles for cooperation are aimed in particular
at ensuring responsibility, respect and mutual esteem. They are also applied when implementing the
Group’s business model. Communication with customers, investors, employees and the public is based
on timely information and transparency. In addition to profit-based activity, Deutsche Börse’s business
is managed using recognised social responsibility standards.
Group-wide Code of Ethics
Responsible actions and behaviour depend on values that are shared by all employees throughout the
Group. The Code of Ethics adopted by the Executive Board and applicable throughout the Group lays
the foundation for this and sets minimum ethical and legal standards. It is equally binding on members
of the Executive Board and on all other managers and employees of the Group. In addition to specific
rules, it provides general guidance as to how employees can contribute to putting the values it lays
down into practice in their daily work. The aim of the Code of Ethics is to set out guidance for working
together in the company on a day-to-day basis, to help resolve any conflicts and to meet ethical and
legal challenges.
The Code of ethics for employees of Deutsche Börse Group can be found at
com > Corporate Responsibility > Our responsibility > Guideline > Code of ethics.
www.deutsche-boerse.
Code of Conduct for Suppliers and Service Providers
Deutsche Börse Group demands that high standards are met not only by its management and its
employees, but also by its suppliers. The Code of Conduct for Suppliers and Service Providers requires
them to respect human rights and employee rights and to comply with minimum standards. Most
suppliers have signed up to these conditions and almost all other business partners have made voluntary
SharesServices2013HorizonsStrategic perspectivesResponsibilityGovernanceManagement reportFinancial statementsNotes 66
commitments that correspond to or exceed Deutsche Börse Group’s standards. Service providers and
suppliers must sign up to the Code or an equivalent voluntary commitment as a prerequisite for doing
business with Deutsche Börse Group. The Code is regularly reviewed in the light of current develop-
ments and amended as necessary. The Code of Conduct for Suppliers and Service Providers can be
found on the Internet at
> Guideline > Code of Conduct.
www.deutsche-boerse.com > Corporate Responsibility > Our responsibility
Values
Deutsche Börse Group’s business activities are based on the legal frameworks and ethical standards
of the different countries in which it operates. The Group underscores the values to which it attaches
importance in particular by joining initiatives and organisations that stand for generally accepted
ethical standards. The relevant memberships are as follows:
■■ United Nations Global Compact ( www.unglobalcompact.org):
The UN Global Compact is an international agreement between
companies and the United Nations. By participating, Deutsche
Börse Group has agreed to meet minimum social and ecological
standards along its entire value chain.
■■ International Labour Organisation ( www.ilo.org): This UN
agency is the international organisation responsible for drawing
up and overseeing international labour standards; it brings
together representatives of governments, employees and em-
ployers to jointly shape policies and programmes.
■■ Diversity Charter ( www.diversity-charter.com): As a signatory
to the Diversity Charter, the company is committed to acknowl-
edging, respecting and promoting the diversity of its workforce,
customers and business associates – irrespective of their age,
gender, disability, race, religion, nationality, ethnic background,
sexual orientation, or identity.
■■ The German Sustainability Code ( www.nachhaltigkeitsrat.
de / en / home ): The German Council for Sustainable Develop-
ment adopts the German Sustainability Code and recommends
that the political and business communities use it extensively
as a voluntary instrument. Since 2011, Deutsche Börse Group
has published an annual declaration of conformity with the
German Sustainability Code.
Sector-specific policies
Deutsche Börse Group’s pivotal role in the financial sector requires that it handles information, and
especially sensitive data and facts, responsibly. To ensure that employees comply with this, several
sets of rules are in force in the Group. These cover both legal requirements and special policies
applicable to the industry segment concerned, such as the whistleblowing system and risk and control
management policies.
Whistleblowing system
Deutsche Börse Group’s whistleblowing system gives employees and external service providers an
opportunity to report non-compliant behaviour. Deutsche Börse Group has engaged Deloitte & Touche
to act as an external ombudsman and to receive any relevant information submitted by phone or
e-mail. The whistleblowers’ identity will remain anonymous at all times and will not be revealed to
Deutsche Börse Group.
Risk and control management policies
Functioning control systems are an important part of stable business processes. Deutsche Börse’s
Group-wide control systems are embedded in an overarching framework. Among other things, this
takes into account the legal requirements, the recommendations of the German Corporate Govern-
ance Code, international regulations and recommendations and other company-specific policies.
Deutsche Börse Group corporate report 2013 Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Corporate governance declaration
67
The managers responsible for the different elements of the control system are in close contact with
each other and with the Executive Board and report regularly to the Supervisory Board or its committees.
The Group also has a Group-wide risk management system that covers, and provides mandatory rules
for, functions, processes and responsibilities. Details on the internal control system and risk manage-
ment at Deutsche Börse Group can be found in the
combined management report.
Executive and Supervisory Board working practices
The dual board principle, which assigns separate, independent responsibilities to the Executive Board
and the Supervisory Board, is a fundamental principle of the German Stock Corporation Act. The actions
of Deutsche Börse AG’s governing bodies and committees are based on the principle of responsible
corporate governance. This aims to promote long-term value creation through transparency and a values-
driven approach, and hence to help guarantee the company’s long-term success.
Executive Board of Deutsche Börse AG
The Executive Board heads up Deutsche Börse AG and Deutsche Börse Group. The Board has had
five members since April 2013. Its duties include defining the Group’s corporate goals and strategic
orientation, managing and monitoring the operating units, and establishing and monitoring an efficient
risk management system. The Executive Board is responsible for preparing the quarterly and half-yearly
financial reports as well as the consolidated and annual financial statements of Deutsche Börse AG. In
addition, its job is to ensure that legal requirements and official regulations are complied with.
The members of the Executive Board are jointly responsible for all aspects of management. Irrespective
of the collective responsibility of all members of the Executive Board, each member manages the
areas of the company assigned to them in the Board’s schedule of responsibilities independently and
on their own responsibility. In addition to the business areas, there are functional responsibilities;
apart from the office of the Chief Executive Officer, these comprise Finance (including Investor Rela-
tions), Risk Management, Human Resources and Compliance. Business-related responsibilities refer
to the operating business areas, such as cash market activities and the derivatives business, securities
settlement and custody, information technology and the market data business. Further details of the
Executive Board’s work are set out in bylaws that the Supervisory Board has adopted for the Executive
Board. These bylaws specify, among other things, matters reserved for the full Executive Board, special
measures that require the approval of the Supervisory Board, and other procedural details and resolu-
tion procedures.
The Executive Board meets regularly for Executive Board meetings; these are convened by the Chief
Executive Officer, who coordinates the work of the Executive Board. Any Executive Board member can
demand that a meeting be convened. In accordance with its bylaws, the full Executive Board normally
takes decisions on the basis of resolutions passed by a simple majority of the members voting on the
resolution. If a vote is tied, the Chairman’s vote is decisive. The Chairman also has a veto, although he
cannot enforce a resolution against a majority vote.
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The Executive Board can establish temporary Executive Board committees and appoint advisory boards
to implement audits or reviews, or prepare Executive Board resolutions, although it did not make use of
this option in financial year 2013.
More information on the Executive Board, its composition, the members’ individual appointments and
their biographies can be viewed at
www.deutsche-boerse.com / execboard
Close cooperation between Executive Board and Supervisory Board
The Executive and Supervisory Boards work closely together on the basis of mutual trust. They perform
their duties in the interests of the company with the aim of achieving a sustainable increase in value.
The Executive Board provides the Supervisory Board with regular, timely and comprehensive informa-
tion on the course of business. In addition, the Executive Board informs the Supervisory Board regu-
larly on all issues concerning corporate planning, business development, the risk situation and risk
management, compliance, and the company’s control systems. The Chairman of the Executive Board
reports to the Supervisory Board without delay, verbally or in writing, on any matters that are of
special importance to the company. The company’s strategic orientation is discussed and coordinated
in detail with the Supervisory Board and its implementation discussed at regular intervals. In particular,
the chairmen of the two Boards maintain regular contact and discuss the company’s strategy, business
performance and risk management. Moreover, the Supervisory Board can request a report from the
Executive Board at any time, especially on matters relating to Deutsche Börse AG and on business
transactions at subsidiaries that could have a significant impact on the position of Deutsche Börse AG.
Supervisory Board of Deutsche Börse AG
The Supervisory Board supervises and advises the Executive Board in the management of the com-
pany. It supports it in significant business decisions and provides assistance in matters of strategic
importance. The Supervisory Board has defined measures that require the approval of the Supervisory
Board in the bylaws for the Executive Board. In addition, the Supervisory Board is responsible in
particular for appointing the members of the Executive Board, for specifying the total remuneration of
each Executive Board member and for examining the consolidated financial statements and the annual
financial statements of Deutsche Börse AG. The work of the Supervisory Board in the 2013 financial
year is explained in the
report of the Supervisory Board.
Two-thirds of the Supervisory Board’s members are shareholder representatives and one-third are
employee representatives. In accordance with the Articles of Association of Deutsche Börse AG, the
Supervisory Board currently has 18 members. Its period of office is three years; the latest period
began at the Annual General Meeting in 2012, whereby the periods of office for the shareholder and
employee representatives are identical.
The Supervisory Board holds regular meetings in February, March, May, June, September and Decem-
ber. In addition, extraordinary meetings are held as required. The committees also hold regular meet-
ings and, where necessary, extraordinary meetings. The Supervisory Board passes its resolutions with
a simple majority. It regularly reviews the efficiency of its work, discusses areas for improvement and
resolves suitable measures to achieve this wherever necessary.
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With regard to its composition, the Supervisory Board has resolved a requirements catalogue, which
specifies certain targets. It defines basic qualifications, such as an understanding of business issues,
basic knowledge and understanding of the German corporate governance system, analytical and
strategic abilities as well as integrity and suitability of character for the position. In addition, company-
specific qualification requirements have been defined on the basis of the business model, concrete
objectives and specific regulations applicable to Deutsche Börse Group. They include in particular:
■■ sound knowledge of exchanges and capital markets,
■■ accounting, finance, risk management and compliance,
■■ information technology and the clearing and settlement business and
■■ experience of regulatory requirements.
Moreover, the requirements catalogue resolved by the Supervisory Board contains specific targets for
the adequate representation of women and specifies a sufficient number of independent Supervisory
Board members. Information on the composition profile for the Supervisory Board can be found in the
corporate governance report on page 73 f.
The committees of the Supervisory Board and their working practices
The Supervisory Board has established committees with the aim of improving the efficiency of its work
by dealing with complex matters in smaller groups and preparing them for the Supervisory Board. Ad-
ditionally, the Supervisory Board has delegated individual decision-making powers to the committees,
to the extent that this is legally permissible. The committee meetings are convened by the chairman
of the committee concerned. In the year under review, the Supervisory Board had established six
committees. In its meeting on 19 February 2014, the Supervisory Board resolved to establish the
interim committee Risk Management Roadmap. The committee has been established for the period
until the end of the Annual General Meeting of Deutsche Börse AG in 2015. Wherever necessary, the
individual responsibilities and the rules of procedure for adopting resolutions have been incorporated
into the bylaws for the Supervisory Board. The rules of procedure of the committees correspond
to those of plenary meetings of the Supervisory Board. The tasks and composition of the individual
committees are summarised in the table below. The chairmen report to the plenary meeting about the
subjects addressed in, and resolutions passed by, the committee meetings. Information on the Super-
visory Board’s activities and meetings for the reporting period can be found in the
Supervisory Board on pages 58 to 60.
report of the
More information on the Supervisory Board and its committees, its composition, the members’ individ-
ual appointments and their biographies can be viewed at
www.deutsche-boerse.com / supervboard.
Information on the treatment of potential conflicts of interest is given in the
Board on page 63.
report of the Supervisory
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The committees of the Supervisory Board:
Composition and responsibilities
Strategy Committee
Members
Composition
■■ Joachim Faber
(Chairman)
■■ Richard Berliand
■■ Chairman of the Supervisory Board as committee chairman
■■ At least five other members, who are elected by the Supervisory Board
■■ Karl-Heinz Floether
Responsibilities
■■ Hans-Peter Gabe
■■ Advises the Executive Board on matters of strategic importance to the company and its affiliated
■■ Heinz-Joachim Neubürger
companies
■■ Addresses basic strategic and business issues as well as important projects for Deutsche Börse Group
■■ Gerhard Roggemann
■■ Jutta Stuhlfauth
Audit Committee
Members
Composition
■■ Erhard Schipporeit
■■ At least four members, who are elected by the Supervisory Board
(Chairman)
■■ Excluded from the chairmanship: the Chairman of the Supervisory Board, former members of the company’s
■■ Friedrich Merz
Executive Board whose appointment ended less than two years ago
■■ Heinz-Joachim Neubürger
■■ Prerequisite for the chairmanship of the committee: the person concerned must have specialist knowledge
■■ Johannes Witt
and experience in the application of accounting principles and internal control processes and must be
independent
Responsibilities
■■ Discussion of the annual budget and decision recommendation to the Supervisory Board
■■ Discussion of topics related to accounting and financial reporting processes as well as the reporting
system
■■ Dealing with questions regarding compliance, risk management, including risk strategy and the internal
auditing, in particular the adequacy and effectiveness of the risk management system, the compliance
system and the internal control and auditing system
■■ Examination of the financial statement documents including the auditors’ report on the annual and
consolidated financial statements as well as the half-yearly and quarterly financial reports
■■ Reports to the Supervisory Board on the examination of the annual financial statements and the
consolidated financial statements including management report and decision recommendation
■■ Engagement letter to the auditor, audit fee agreement, determination of the audit focus, obtaining of the
statement of independence from the auditor, preparation of the Supervisory Board’s proposal to the
Annual General Meeting for the election of the auditor
■■ Preparation of the Declaration of Conformity to the German Corporate Governance Code in accordance
with section 161 of the Aktiengesetz (AktG, German Stock Corporation Act) and the corporate
governance declaration
Technology Committee
Members
■■ Craig Heimark
(Chairman)
Composition
■■ Normally four members, who are elected by the Supervisory Board
■■ Karl-Heinz Floether
Responsibilities
■■ David Krell
■■ Martin Ulrici
■■ Advises the plenary meeting of the Supervisory Board on all issues relating to developments in IT and
the organisation of data processing at Deutsche Börse AG and its affiliated companies
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Clearing and Settlement Committee
Members
Composition
■■ Richard Berliand
■■ Normally four members who are elected by the Supervisory Board
(Chairman)
■■ Irmtraud Busch
■■ Monica Mächler
■■ Thomas Neiße
Responsibilities
■■ Advises the plenary meeting of the Supervisory Board in particular on the assessment of relevant
regulatory trends at national and European level and on estimating the impacts of these trends on
Deutsche Börse Group
Personnel Committee
Members
Composition
■■ Joachim Faber
(Chairman)
■■ Marion Fornoff
■■ Richard M. Hayden
■■ Gerhard Roggemann
■■ Chairman of the Supervisory Board as committee chairman
■■ At least three other members, who are elected by the Supervisory Board (of whom one must be an
employee representative)
Responsibilities
■■ Handles issues relating to the service contracts for Executive Board members and in particular the
structure and amount of their remuneration
■■ Addresses personnel development and succession planning for the Executive Board
■■ Approves appointments of members of Deutsche Börse AG’s Executive Board to other executive boards,
supervisory boards, advisory boards and similar boards, honorary offices and secondary activities, as
well as other related issues
■■ Approves the granting or revocation of general powers of attorney
■■ Approves cases in which the Executive Board agrees to retirement benefits for employees, grants other
individually negotiated retirement benefits, or proposes to enter into works agreements establishing
pension plans
Nomination Committee
Members
Composition
■■ Joachim Faber
(Chairman)
■■ At least three members: exclusively shareholder representatives who are also members of the
Personnel Committee
■■ Richard M. Hayden
■■ The Chairman of the Personnel Committee also chairs the Nomination Committee
■■ Gerhard Roggemann
Responsibilities
■■ Proposes suitable candidates to the Supervisory Board for inclusion in the latter’s election proposal to
the Annual General Meeting
Interim Committee Risk Management Roadmap (since February 2014)
Members
Composition
■■ Erhard Schipporeit
■■ Respective Chairman of the Audit Committee as Chairman
(Chairman)
■■ Friedrich Merz
■■ At least three members of the Supervisory Board, who are elected by the Supervisory Board
■■ Heinz-Joachim Neubürger
Responsibilities
■■ Johannes Witt
■■ Richard Berliand
■■ Joachim Faber
■■ Craig Heimark
The Committee has the task of monitoring the implementation of the Risk Management Roadmap,
in particular comprising the following topics:
■■ Definition of the “best practice” Risk Management processes to be implemented
■■ Definition of Risk Appetite
■■ Risk-Governance
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Corporate governance report
Corporate governance stands for responsible corporate management and con-
trol. Good corporate governance boosts the confidence of investors, business
partners, employees and the financial markets. It is therefore indispensable for
sustaining the company’s success.
Corporate governance and declaration of conformity
Deutsche Börse Group attaches great importance to the principles of responsible corporate governance.
In accordance with the requirements of the German Corporate Governance Code, it publishes the
corporate governance report in combination with the corporate governance declaration in accordance
with section 289a of the Handelsgesetzbuch (HGB, German Commercial Code). The Executive Board
and the Supervisory Board of Deutsche Börse AG submitted their annual declaration of conformity in
accordance with section 161 of the Aktiengesetz (AktG, German Stock Corporation Act) on 9 Decem-
ber 2013. The company confirms that it complies with a large majority of the recommendations of the
German Corporate Governance Code. The annual declaration of conformity in accordance with section
161 of the AktG is printed in the
company’s website at
the previous five years can also be accessed there.
www.deutsche-boerse.com / declconformity. The declarations of conformity for
corporate governance declaration and is publicly available on the
All suggestions of the German Corporate Governance Code have been and continue to be complied with.
Corporate Governance at Deutsche Börse Group
Women in management positions
Hauke Stars, who was appointed with effect from 1 December 2012, is the first woman to become a
member of the Executive Board of Deutsche Börse AG. As a result, the company already met its objective
of nominating a female member for the Executive Board by 2015 in 2012. In addition, Deutsche Börse
Group aims to increase the proportion of women in the middle and upper management to 20 per cent
and in the lower management to 30 per cent by 2020. As at 31 December 2013, women accounted
for 13.9 per cent of employees in middle and upper management positions at Deutsche Börse Group.
Adequate representation of women continues to be taken into account in long-term succession planning.
The Group has established a number of programmes that are specifically designed to develop talented
staff and thus also to qualify women for management positions. Details of the development programmes
that Deutsche Börse Group runs for its employees can be found in the
“Group staff” chapter.
Flexible upper age limit for Executive Board members
The flexible upper age limit for Executive Board members means that appointments extend until the end
of the month in which the Executive Board member turns 60. From the month following the one in
which the Executive Board member turns 60, he or she can be reappointed for a period of one year in
each case. However, the last period of appointment should end at the end of the month in which the
Deutsche Börse Group corporate report 2013 Shares
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Executive Board member turns 65. The Supervisory Board appoints Executive Board members with
the aim of optimising the composition of this body in the interests of the company. Experience, sector
know-how and personal and specialist qualifications play an important role in this regard. Depending
on the Board post to be filled, it is not only the range and depth of specific experience that matter,
but also whether this experience is up to date. The flexible upper age limit is designed in particular to
address this issue. It has been worded deliberately loosely to allow the Supervisory Board to retain full
flexibility in its appointment decisions.
Composition of the Supervisory Board
The current composition of the Supervisory Board of Deutsche Börse AG is such that its members in
the aggregate have the knowledge, skills and specialist expertise needed to duly carry out their tasks
and that the Supervisory Board corresponds to the specified qualification profile.
Qualification profile of the Supervisory Board
The Supervisory Board has resolved a requirements catalogue in accordance with no. 5.4.1 of the
German Corporate Governance Code that relates to the composition of the Board and in particular to
the future nomination of Supervisory Board members. This catalogue specifies certain targets, which
are set out below.
Members of the Supervisory Board shall have the knowledge, skills and specialist expertise necessary
to enable them to carry out the duties of a supervisory board member in an international company.
To this end, the Supervisory Board has defined general (basic) and company-specific qualification
requirements. The company-specific qualification requirements are derived from the business model,
the company’s concrete objectives and the specific regulations applicable to Deutsche Börse Group.
Qualification requirements for members of the Supervisory Board of Deutsche Börse AG
Basic qualification requirements:
■■ Understanding of business issues
Company-specific qualification requirements:
Sound knowledge of:
■■ Basic knowledge and understanding of the German corporate
■■ Exchange and capital market business models
governance system
■■ Analytical and strategic abilities
■■ Accounting, finance, risk management and compliance
■■ Information technology and the clearing and settlement
■■ Integrity and suitability of character for the position
business
■■ Regulatory requirements
All Supervisory Board members shall ideally demonstrate the basic qualifications; the company-specific
qualifications relate to the Supervisory Board as a whole. In addition, members shall have enough time
to perform their duties.
Independence of the Supervisory Board
According to no. 5.4.2 of the German Corporate Governance Code, a Supervisory Board member is not
to be considered independent in particular if he or she has personal or business relations with the
company, its executive bodies, a controlling shareholder, or an enterprise associated with the latter which
may cause a substantial and not merely temporary conflict of interests. Following a recommendation by
the Nomination Committee, the Supervisory Board resolved at its meeting on 19 February 2013 that at
least half of its shareholder representatives should be independent as defined in no. 5.4.2 of the German
Corporate Governance Code. In its current composition, the Supervisory Board meets this target.
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Women on the Supervisory Board and international profile
Based on a total number of 18 members (twelve shareholder representatives and six employee repre-
sentatives), the Supervisory Board intends to increase the number of female shareholder representatives
on the Supervisory Board from currently one to at least three by 2015. Including the employee repre-
sentatives, the Supervisory Board currently has four female members. Moreover, the goal is to continue
to reflect the company’s international profile in the composition of the Supervisory Board in the future.
Education and training measures for the Supervisory Board
In principle, members of the Supervisory Board are responsible for ensuring their own training and
further education. In addition, Deutsche Börse AG complies with the recommendation in no. 5.4.5 (2)
of the German Corporate Governance Code that companies should support the training and further
education of Supervisory Board members. For example, it offers specific introductory seminars for new
Supervisory Board members and presents workshops on selected strategic issues and, where neces-
sary, specialist topics.
Efficiency audit of the work of the Supervisory Board
Deutsche Börse AG regards regular reviews of the efficiency of Supervisory Board work in accord-
ance with no. 5.6 of the German Corporate Governance Code as a key component of good corporate
governance. These reviews enable it to continuously improve processes and provide fresh impetus for
goal- driven working. In the year under review, the Supervisory Board obtained external support and
assistance for its efficiency audit. The audit focused in particular on the composition of the Supervisory
Board, the delegation of tasks, sustained implementation of measures, succession planning for the
Executive Board and risk and compliance management. The efficiency audit revealed that members
had a consistently positive opinion of all aspects of Supervisory Board work. The suggestions for
improvement identified were discussed and concepts for implementing them developed.
Flexible upper age limit for Supervisory Board members
The rules specifying a flexible upper age limit (generally 70) set out by the Supervisory Board in its
bylaws are taken into account when candidates are proposed to the Annual General Meeting.
Transparent reporting
To ensure maximum transparency and information equality, corporate communication at Deutsche
Börse adopts the rule that all target groups must receive all relevant information at the same time.
In its financial calendar, Deutsche Börse AG therefore informs shareholders, analysts, shareholders’
associations, the media and the interested public of key events such as the date of the Annual General
Meeting or publication dates for financial indicators. In addition to ad hoc disclosures, information on
directors’ dealings and voting rights notifications, the company’s website
can also be used to access the corporate and interim reports and company news items. Deutsche
Börse AG supplies information about the annual and consolidated financial statements at a financials
press conference. Following the publication of the interim reports, it offers conference calls for analysts
and investors. In addition, it explains its strategy and provides information to all interested parties in
accordance with the principle of simultaneously informing all target groups worldwide.
www.deutsche-boerse.com
In addition, Deutsche Börse submitted a declaration of conformity with the German Sustainability Code
for the financial year. The German Sustainability Code is a voluntary instrument that companies can
use to make their own sustainability performance publicly accessible and comparable: in their declara-
tions of conformity with the German Sustainability Code, the participating companies use 20 criteria
and the associated performance indicators to explain aspects of corporate governance, and ecological
Deutsche Börse Group corporate report 2013 Shares
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75
and social responsibility and document them with figures. Deutsche Börse’s declaration of conformity
with the German Sustainability Code can be found at
responsibility > Reporting > German Sustainability Code.
www.deutsche-boerse.com > Corporate
Accounting and auditing
In its corporate report, Deutsche Börse AG informs shareholders and the interested public in detail of
Deutsche Börse Group’s business performance in the year under review. The company publishes further
extensive information with its half-yearly financial report and two quarterly financial reports. The financial
statement documents and the corporate report are published within 90 days of the end of the financial
year (31 December); interim reports (half-yearly and quarterly financial reports) are available within 45
days of the end of the quarter or six-month period concerned. Following preparatory discussions by the
Audit Committee, the consolidated and the annual financial statements are discussed and examined by
the plenary meeting of the Supervisory Board and with the auditor before being approved. The Executive
Board discusses the half-yearly report and the quarterly reports for the first and third quarters with the
Supervisory Board’s Audit Committee before publication. The half-yearly report is reviewed by the auditors.
Following the proposal of the Supervisory Board, the Annual General Meeting 2013 elected KPMG AG
Wirtschaftsprüfungsgesellschaft, domiciled in Berlin (KPMG), to audit its 2013 annual and consoli-
dated financial statements and to review its half-yearly financial report in the year under review. The
Supervisory Board’s proposal was based on the recommendation by the Audit Committee. Before the
election, the Audit Committee had obtained the necessary statement of independence from KPMG.
This states that there are no personal, business, financial, or other relationships between the auditors,
its governing bodies and audit managers on the one hand, and the company and the members of its
Executive and Supervisory Boards on the other, that could give cause to doubt the auditors’ indepen-
dence. The Audit Committee monitored the continued existence of this independence during financial
year 2013. The Committee also supervised the financial reporting process in financial year 2013. The
Supervisory and Executive Boards were informed promptly of its work and findings. There were no
material findings in the past financial year. Information on audit services and audit fees is provided in
note 6 of the notes to the consolidated financial statements.
Other sections with a bearing on corporate governance
Information relating to corporate governance is also provided in
other sections of this corporate report:
■■ In his letter on
pages 4 to 8, the Chief Executive Officer
provides information about financial year 2013 and the future
orientation of the company.
■■ The
corporate governance declaration in accordance with
section 289a of the HGB on pages 64 to 71 gives, among
other things, detailed information on the way the Executive
Board and the Supervisory Board work. It also contains the
declaration of conformity in accordance with section 161 of
the AktG.
■■ The change in the number of employees in the year under
“Employees” section on pages
review is reported in the
133 to 136 of the combined management report.
■■ Deutsche Börse Group’s commitment to its stakeholders and
society as a whole, as well as the activities it performs for
its employees are described in the “Responsibility” section of
this corporate report, see
pages 45 to 52.
■■ Information on securities-based incentive programmes for
senior executives and employees can be found in
the notes to the consolidated financial statements.
note 39 of
■■ Details of recent directors’ dealings can be accessed on the
■■ The
remuneration report discloses the individual total
company’s website at
www.deutsche-boerse.com / dd.
remuneration of the governing body members and explains
the current remuneration system.
■■ Deutsche Börse Group’s control systems are presented on
page 98 f. of the combined management report.
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Remuneration report
This remuneration report is a component of the combined management report.
The report reflects the requirements of the Handelsgesetzbuch (HGB, the
German Commercial Code) and the International Financial Reporting Standards
(IFRSs), respectively, as well as the German Accounting Standard (GAS) 17
“Reporting on the Remuneration of Members of Governing Bodies”. In addition,
the report corresponds to the requirements of the German Corporate Govern-
ance Code (the Code).
Executive Board remuneration
Remuneration system and targets
The Executive Board remuneration is designed in a way that rewards sustainably successful and
responsible corporate governance. The remuneration system provides incentives based on multi-
year assessment periods and aims to prevent unjustifiable risks from being taken. The company’s
economic performance, stakeholder management, succession planning for management positions,
employee satisfaction as well as the value contribution made to the economy and society over the
medium and long term, are key components of the remuneration system within the target definition
and within the measurement of the achievement of the target criteria.
System of the Executive Board remuneration
Remuneration component
Performance period
Performance parameter
Variable cash component
Variable share component
Fixed remuneration
Net income
Deutsche Börse Group 2011 – 2013
Individual targets
Comparison of total share holder
return Deutsche Börse AG
share and STOXX ® Europe 600
Financials index
2011
2012
2013
2014
2015
Variable cash remuneration (range 0 – 200 per cent), pay-out spring 2014
Variable share remuneration (range 0 – 200 per cent), pay-out spring 2016
Fixed remuneration, pay-out in twelve equal payments in 2013
Deutsche Börse Group corporate report 2013 Remuneration report
77
The remuneration of the Executive Board is determined by the entire Supervisory Board. The Personnel
Committee is responsible for preparing the Supervisory Board’s decision. The Supervisory Board
regularly reviews the appropriateness of the Executive Board remuneration. In spring 2013, an appro-
priateness review was conducted taking into account the ratio of the Executive Board compensation for
the remuneration of the senior management and the workforce as a whole as well as in the temporal
development. The
remuneration system.
“System of the Executive Board remuneration” chart outlines the Executive Board
Non-performance-related remuneration components
Non-performance-related remuneration consists of a monthly fixed basic remuneration as well as
ancillary contractual benefits.
Fixed remuneration
The members of the Executive Board receive a fixed basic salary in twelve monthly instalments.
The basic salary represents approximately 30 per cent of the total target remuneration for one year.
It is reviewed by the Supervisory Board on a regular basis, at least every two years.
Ancillary contractual benefits
In addition to the basic remuneration, the members of the Executive Board receive certain ancillary
contractual benefits. These include the provision of an appropriate company car for business and
personal use. Tax is payable by the Executive Board members on the pecuniary benefit arising from
private use. In addition, members of the Executive Board receive taxable contributions towards private
pensions. The company also takes out insurances for them, like an accident insurance and a D&O
insurance. The D&O insurance policy includes a deductible of 10 per cent of the damages arising from
the insured event, with the maximum deductible per year set by the Supervisory Board at 1.5 times
the fixed annual remuneration of the relevant Executive Board member.
Performance-related remuneration components
The performance-related remuneration represents approximately 70 per cent of the total target remu-
neration for the year and consists of variable cash and variable share components. Starting in the year
under review, the reference periods for performance measurement are based on the past three years
for the variable cash component and on the next three years for the variable share component. Conse-
quently, in the year under review, the variable cash component was determined based on performance
in 2011 to 2013 and the variable share component was based on the period from 2013 to 2015.
Variable cash component
The Supervisory Board establishes the 100 per cent target value of the variable cash component in
euros for every Executive Board member each year. Two parameters are used to measure the extent
to which targets have been met:
Achievement of the Group’s net income target: Two-thirds of the variable cash component are based
on meeting a specified net income target for the Group. This measure takes into account the Group’s
net income for the current financial year and the two preceding years. The degree to which the targets
have been achieved is defined for each of the three financial years, and can range from a lower limit
of 0 per cent to an upper limit of a maximum of 200 per cent. The average level of target achievement
is then used to calculate two-thirds of the variable cash component for the current financial year.
The Supervisory Board can take into account exceptional, one-off effects when determining the level
of target achievement.
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Achievement of individual targets: One-third of the variable cash component is determined based on
the degree to which each member of the Executive Board has achieved their individual targets. The
individual targets are set in each case for the current financial year and include specific requirements of
particular importance for the individual management areas. Target achievement is determined after the
year has come to an end by the Supervisory Board for each Executive Board member. For the target
achievement for the individual targets and the total variable cash component a range from a lower limit
of 0 per cent and an upper limit of maximum 200 per cent is defined.
Variable share component
The Supervisory Board establishes the 100 per cent target value for the variable share component for
each Executive Board member in euros. Based on this target value, a number of phantom Deutsche
Börse shares is calculated for each member of the Executive Board at the beginning of the financial
year. This is done by dividing the euro amount of the target share component by the average share
price (Xetra ® closing price) in the two calendar months before the target value is determined. An enti-
tlement to the variable stock bonus only arises at the end of the three-year performance period (vesting
period) and is settled fully in cash. The stock bonus is variable in two ways: the first variable is the
number of phantom Deutsche Börse shares, which depends on the relative performance of Deutsche
Börse’s total shareholder return (TSR) compared to the TSR of the STOXX ® Europe 600 Financials
Index. The second variable is the share price at the end of the period.
The number of shares calculated at the end of the vesting period is multiplied by the share price
applicable on that date (average price / Xetra closing price of Deutsche Börse’s shares in the preceding
two full calendar months).
Measurement of the target achievement for the
variable cash component
Measurement of the target achievement for the
variable stock bonus
Comparison of the net income target with the
actual net income
Comparison of Deutsche Börse AG’s total share holder return with
that of STOXX® 600 Financials (peer group)
Degree of target achievement (%)
Target achievement (%)1)
200
175
150
125
100
75
50
25
0
200
175
150
125
100
75
50
25
0
Actual net income
Net income target (€)
–75
–50
–25
0
25
50
75
100
125
TSR outperformance compared
with peer group (in %)
1) Cap at 200 per cent
Deutsche Börse Group corporate report 2013 Remuneration report
79
If the average performance of Deutsche Börse AG’s TSR in the vesting period moves parallel to the
average TSR of the benchmark index, the number of phantom shares remains unchanged at the
end of this period. If the TSR of Deutsche Börse AG is 50 per cent or less than the index’s TSR, the
number of phantom shares falls to nil. If the TSR of Deutsche Börse AG is at least twice the index’s
TSR, the number of phantom shares doubles. Concerning the variable share component, a double
cap exists. Firstly, the performance of the allocated phantom shares is restricted to a maximum of
200 per cent, at the ratio of Deutsche Börse AG’s TSR to the TSR of the peer group. Secondly, the
Supervisory Board settled a maximum of 250 per cent of the original target value as the upper limit
for the cash payment of the variable share component.
2013 expense for share-based payments
(2010 tranche)
Reto Francioni
Andreas Preuss
Frank Gerstenschläger 1) 2)
Michael Kuhn 3)
Gregor Pottmeyer
Hauke Stars 4)
Jeffrey Tessler
Total
Expense recognised
(2010 tranche)
€ thous.
Carrying amount as at
the balance sheet date
(2010 tranche)
€ thous.
63.1
52.3
32.3
41.1
34.9
0
41.4
265.1
0
0
0
0
0
0
0
0
1) Left the Executive Board at the end of 31 March 2013
2) The outstanding tranches 2011 to 2013 were settled with the departure of Frank Gerstenschläger.
3) Left the Executive Board at the end of 31 December 2012
4) Appointed to the Executive Board effective 1 December 2012
2013 expense for share-based payments
(2011 to 2013 tranches)
Reto Francioni
Andreas Preuss
Frank Gerstenschläger 1)
Michael Kuhn 2)
Gregor Pottmeyer
Hauke Stars 3)
Jeffrey Tessler
Total
Expense recognised
(2011 to 2013 tranches)
€ thous.
Carrying amount as at
the balance sheet date
(2011 to 2013 tranches)
€ thous.
1,336.0
1,108.4
871.3
657.2
791.8
204.7
875.9
5,845.3
1,969.6
1,634.0
0
1,069.6
1,142.3
215.5
1,291.2
7,322.2
1) Left the Executive Board at the end of 31 March 2013. The outstanding tranches 2011 to 2013 were settled with the departure of Frank Gerstenschläger.
2) Left the Executive Board at the end of 31 December 2012
3) Appointed to the Executive Board effective 1 December 2012
SharesServices2013HorizonsStrategic perspectivesResponsibilityGovernanceManagement reportFinancial statementsNotes 80
2013 total expense for share-based payments
(Prior-year figures in brackets)
Reto Francioni
Andreas Preuss
Frank Gerstenschläger 1)
Michael Kuhn 2)
Gregor Pottmeyer
Hauke Stars 3)
Jeffrey Tessler
Total
Expense recognised
(total)
€ thous.
Carrying amount as at
the balance sheet date
(total)
€ thous.
1,399.1
(913.2)
1,160.7
(751.2)
903.6
(464.2)
698.3
(591.2)
826.7
(443.4)
204.7
(10.8)
917.3
(565.8)
6,110.4
(3,739.8)
1,969.6
(1,416.3)
1,634.0
(1,174.9)
0
(724.2)
1,069.6
(921.6)
1,142.3
(783.3)
215.5
(10.8)
1,291.2
(928.5)
7,322.2
(5,959.6)
1) Left the Executive Board at the end of 31 March 2013. The outstanding tranches 2011 to 2013 were settled with the departure of Frank Gerstenschläger.
2) Left the Executive Board at the end of 31 December 2012
3) Appointed to the Executive Board effective 1 December 2012
A modified Black-Scholes option pricing model (Merton model) was used to measure the stock options
arising from the variable share component. It is based on the following valuation parameters:
Valuation parameters
(2011 to 2013 tranches)
Term
Risk-free interest rate
Volatility
Deutsche Börse share price 1)
Dividend yield
Fair value
Relative total shareholder return
Share component
2013
Share component
2012
Share component
2011
%
%
€
€
€
%
3 years
0.24
23.87
60.20
3.49
56.04
8.25
2 years
0.13
20.28
60.20
3.49
57.99
0.03
1 year
0.11
22.81
60.20
3.49
60.02
11.69
1) Share price as at 31 December 2013 (Xetra® closing price)
Deutsche Börse Group corporate report 2013
Remuneration report
81
Number of phantom shares 2013
Reto Francioni
Andreas Preuss
Frank Gerstenschläger 2) 3)
Michael Kuhn4)
Gregor Pottmeyer
Hauke Stars5)
Jeffrey Tessler
Tranche 2013
Tranche 2012
Tranche 2011
Total 2011 to 2013 tranches
Tranche 2013
Tranche 2012
Tranche 2011
Total 2011 to 2013 tranches
Tranche 2013
Tranche 2012
Tranche 2011
Total 2011 to 2013 tranches
Tranche 2013
Tranche 2012
Tranche 2011
Total 2011 to 2013 tranches
Tranche 2013
Tranche 2012
Tranche 2011
Total 2011 to 2013 tranches
Tranche 2013
Tranche 2012
Tranche 2011
Total 2011 to 2013 tranches
Tranche 2013
Tranche 2012
Tranche 2011
Total 2011 to 2013 tranches
Number of
phantom shares
on the
grant date
Adjustments of
number of phantom
shares since
the grant date1)
Number of
phantom shares
as at
31 Dec 2013
17,597
18,204
14,866
14,598
15,101
12,322
2,249
9,308
7,601
0
11,847
9,674
12,584
10,068
8,222
9,753
935
0
11,536
11,934
9,745
1,452
6
1,738
1,206
5
1,452
– 2,249
– 9,308
– 7,601
0
4
1,131
1,039
4
962
805
1
0
952
4
1,140
19,049
18,210
16,604
53,863
15,804
15,106
13,774
44,684
0
0
0
0
0
11,851
10,805
22,656
13,623
10,072
9,184
32,879
10,558
936
0
11,494
12,488
11,938
10,885
35,311
Total of 2011 to 2013 tranches
200,887
1) The adjustments to and number of phantom shares on the balance sheet date are based on the result of the performance comparison since the grant date
(total shareholder return comparison with peer group) and are indicative for 2013. The number may change as a result of the performance comparison based
on the total shareholder return in 2014 and 2015.
2) Left the Executive Board at the end of 31 March 2013
3) The outstanding tranches 2011 to 2013 were settled with the departure of Frank Gerstenschläger.
4) Left the Executive Board at the end of 31 December 2012
5) Appointed to the Executive Board effective 1 December 2012
SharesServices2013HorizonsStrategic perspectivesResponsibilityGovernanceManagement reportFinancial statementsNotes 82
Amount of Executive Board remuneration
The following tables (“Granted contributions” and “Inflows”) show the remuneration awarded to each
Executive Board member for financial years 2013 and 2012 in accordance with no. 4.2.5 (3) of the
German Corporate Governance Code. The information according to section 314 of the HGB previously
presented in the “Total Executive Board remuneration” table is now outlined in the
“Inflows” table.
Granted contributions
Fixed remuneration
Ancillary benefits
Total
One-year variable remuneration (individual targets)
Multi-year variable remuneration
thereof variable cash component (consolidated net income target)
thereof variable share component (SBP)
Total
Service cost
Total remuneration
1) Left the Executive Board at the end of 31 March 2013
2) Left the Executive Board at the end of 31 December 2012
Fixed remuneration
Ancillary benefits
Total
One-year variable remuneration (individual targets)
Multi-year variable remuneration
thereof variable cash component (consolidated net income target)
thereof variable share component (SBP)
Total
Service cost
Total remuneration
3) Appointed to the Executive Board effective 1 December 2012
Reto Francioni
CEO
Andreas Preuss
Deputy CEO
Frank Gerstenschläger 1)
Michael Kuhn 2)
2013
€ thous.
2013
(min)
€ thous.
2013
(max)
€ thous.
2012
€ thous.
1,100.0
1,100.0
1,100.0
1,100.0
21.3
21.3
21.3
17.0
1,121.3
1,121.3
1,121.3
1,117.0
503.7
1,846.3
1,007.3
839.0
0
0
0
0
1,007.3
503.7
4,112.2 1,846.3
2,014.7
1,007.3
2,097.5
839.0
3,471.3
1,121.3
6,240.8
3,467.0
1,248.3 1,248.3 1,248.3
0
4,719.6
2,369.6
7,489.1
3,467.0
2013
2013
(min)
2013
(max)
2012
2013
2012
2013
2013
(min)
2013
(max)
2013
(min)
2013
(max)
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
800.0
800.0
800.0
800.0
145.0
29.1
29.1
29.1
29.0
7.2
829.1
829.1
829.1
829.0
152.2
418.0
1,532.0
836.0
696.0
0
0
0
0
836.0
418.0
64.3
3,412.0
1.532.0
235.8
1,672.0
836.0
128.5
1,740.0
696.0
107.3
2,779.1
829.1
5,077.1
2,779.0
452.2
837.2
837.2
837.2
684.0
0
3,616.3
1,666.3
5,914.3
3,463.0
452.2
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
580.0
28.2
608.2
257.0
943.0
514.0
429.0
n. a.
1,808.2
n. a.
56.9
n. a.
1,865.1
0
0
0
0
0
0
0
0
0
0
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
2012
650.0
20.1
670.1
n. a.
n. a.
n. a.
n. a.
328.0
n. a.
1,202.0
n. a.
n. a.
656.0
546.0
n. a.
2,200.1
n. a.
240.9
n. a.
2,441.0
Gregor Pottmeyer
Hauke Stars 3)
Jeffrey Tessler
2013
€ thous.
2013
(min)
€ thous.
2013
(max)
€ thous.
2012
€ thous.
650.0
650.0
650.0
600.0
26.0
26.0
26.0
17.3
676.0
676.0
676.0
617.3
278.7
1,157.3
557.3
600.0
0
0
0
557.4
278.7
2,614.6
1,021.3
1,114.6
557.3
0 1,500.0
464.0
2,112.0
676.0
3,848.0
1,917.3
295.0
295.0
295.0
298.6
2,407.0
971.0
4,143.0
2,215.9
2013
2013
(min)
2013
(max)
2012
2013
2013
(min)
2013
(max)
2012
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
580.0
580.0
580.0
48.3
747.6
747.6
747.6
729.4
51.1
51.1
51.1
32.0
32.0
32.0
32.0
631.1
631.1
631.1
779.6
779.6
779.6
761.4
278.3
1,021.7
556.7
465.0
0
0
0
0
556.7
330.0
660.0
330.0
2,275.9
85.2
1,210.0
2,695.0
1,210.0
1,113.4
1,162.5
660.0
550.0
1,320.0
660.0
1,375.0
550.0
1,931.1
631.1
3,463.7
161.5
2,319.6
779.6
4,134.6
2,301.4
207.0
207.0
207.0
0
0
0
94.0
0
0
0
0
0
2,138.1
838.1
3,670.7
161.5
2,319.6
779.6
4,134.6
2,395.4
4.8
53.1
23.2
46.4
38.8
Deutsche Börse Group corporate report 2013
Remuneration report
83
Reto Francioni
CEO
Andreas Preuss
Deputy CEO
Frank Gerstenschläger 1)
Michael Kuhn 2)
2013
€ thous.
2013
(min)
€ thous.
2013
(max)
€ thous.
2012
€ thous.
2013
€ thous.
2013
(min)
€ thous.
2013
(max)
€ thous.
2012
€ thous.
2013
€ thous.
2013
(min)
€ thous.
2013
(max)
€ thous.
Granted contributions
Fixed remuneration
Ancillary benefits
Total
Total
Service cost
Total remuneration
One-year variable remuneration (individual targets)
Multi-year variable remuneration
thereof variable cash component (consolidated net income target)
thereof variable share component (SBP)
1) Left the Executive Board at the end of 31 March 2013
2) Left the Executive Board at the end of 31 December 2012
Fixed remuneration
Ancillary benefits
Total
Total
Service cost
Total remuneration
One-year variable remuneration (individual targets)
Multi-year variable remuneration
thereof variable cash component (consolidated net income target)
thereof variable share component (SBP)
3) Appointed to the Executive Board effective 1 December 2012
2013
2013
(min)
2013
(max)
2012
€ thous.
€ thous.
€ thous.
€ thous.
1,100.0
1,100.0
1,100.0
1,100.0
21.3
21.3
21.3
17.0
1,121.3
1,121.3
1,121.3
1,117.0
503.7
1,846.3
1,007.3
839.0
0
0
0
0
1,007.3
503.7
4,112.2 1,846.3
2,014.7
1,007.3
2,097.5
839.0
3,471.3
1,121.3
6,240.8
3,467.0
1,248.3 1,248.3 1,248.3
0
4,719.6
2,369.6
7,489.1
3,467.0
2013
2013
(min)
2013
(max)
2012
€ thous.
€ thous.
€ thous.
€ thous.
650.0
650.0
650.0
600.0
26.0
26.0
26.0
17.3
676.0
676.0
676.0
617.3
278.7
1,157.3
557.3
600.0
0
0
0
557.4
278.7
2,614.6
1,021.3
1,114.6
557.3
0 1,500.0
464.0
2,112.0
676.0
3,848.0
1,917.3
295.0
295.0
295.0
298.6
2,407.0
971.0
4,143.0
2,215.9
800.0
800.0
800.0
800.0
145.0
29.1
29.1
29.1
29.0
7.2
829.1
829.1
829.1
829.0
152.2
418.0
1,532.0
836.0
696.0
0
0
0
0
836.0
418.0
64.3
3,412.0
1.532.0
235.8
1,672.0
836.0
128.5
1,740.0
696.0
107.3
2,779.1
829.1
5,077.1
2,779.0
452.2
837.2
837.2
837.2
684.0
0
3,616.3
1,666.3
5,914.3
3,463.0
452.2
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
580.0
28.2
608.2
257.0
943.0
514.0
429.0
n. a.
1,808.2
n. a.
56.9
n. a.
1,865.1
0
0
0
0
0
0
0
0
0
0
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
Gregor Pottmeyer
Hauke Stars 3)
Jeffrey Tessler
2013
€ thous.
2013
(min)
€ thous.
2013
(max)
€ thous.
2012
€ thous.
2013
€ thous.
2013
(min)
€ thous.
2013
(max)
€ thous.
2012
€ thous.
580.0
580.0
580.0
48.3
747.6
747.6
747.6
729.4
4.8
53.1
23.2
51.1
51.1
51.1
631.1
631.1
631.1
32.0
32.0
32.0
32.0
779.6
779.6
779.6
761.4
278.3
1,021.7
556.7
465.0
0
0
0
0
556.7
330.0
2,275.9
85.2
1,210.0
1,113.4
1,162.5
46.4
38.8
660.0
550.0
0
0
0
0
660.0
330.0
2,695.0
1,210.0
1,320.0
660.0
1,375.0
550.0
1,931.1
631.1
3,463.7
161.5
2,319.6
779.6
4,134.6
2,301.4
207.0
207.0
207.0
0
0
0
0
94.0
2,138.1
838.1
3,670.7
161.5
2,319.6
779.6
4,134.6
2,395.4
2012
€ thous.
650.0
20.1
670.1
n. a.
n. a.
n. a.
n. a.
328.0
n. a.
1,202.0
n. a.
n. a.
656.0
546.0
n. a.
2,200.1
n. a.
240.9
n. a.
2,441.0
SharesServices2013HorizonsStrategic perspectivesResponsibilityGovernanceManagement reportFinancial statementsNotes
84
Inflows
Fixed remuneration
Ancillary benefits 6)
Total
Reto Francioni
CEO
Andreas Preuss 1)
Deputy CEO
2013
€ thous.
2012
€ thous.
2013
€ thous.
2012
€ thous.
1,100.0
1,100.0
800.0
800.0
21.3
17.0
29.1
29.0
1,121.3
1,117.0
829.1
829.0
Frank
Gerstenschläger 2)
Michael Kuhn 3)
Gregor Pottmeyer
Hauke Stars 4)
Jeffrey Tessler 5)
Total
2013
2012
2013
2012
2013
2012
2013
2012
2013
2012
2013
2012
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
145.0
580.0
650.0
650.0
600.0
580.0
48.3
747.6
729.4
4,022.6
4,507.7
7.2
28.2
20.1
26.0
17.3
51.1
4.8
32.0
32.0
166.7
148.4
152.2
608.2
670.1
676.0
617.3
631.1
53.1
779.6
761.4
4,189.3
4,656.1
One-year variable remuneration (individual targets)
Multi-year variable remuneration
535.6
481.8
451.4
399.9
1,912.1
1,507.5
1,600.6
1,219.5
64.3
233.0
291.9
291.7
266.6
289.5
23.2
350.9
315.7
1,983.4
2,012.1
1,429.8
730.7
547.3
922.7
1,048.4
533.2
578.9
46.4
1,253.1
990.5
8,370.2
5,950.5
Variable cash component (consolidated net income target)
1,071.1
963.7
902.9
799.8
128.5
466.0
583.9
583.3
533.2
578.9
46.4
701.8
631.4
3,966.5
4,024.4
Variable share component (SBP 2009 / 2010)
Total
Service cost
Total remuneration (DCGK)
SBP for the remuneration year 7)
less variable share component (SBP 2009 / 2010)
less service cost
Total remuneration (section 314 of the HGB)
841.0
543.8
697.7
419.7
3,569.0
3,106.3
2,881.1
2,448.4
1,248.3
0
837.2
683.7
4,817.3
3,106.3
3,718.3
3,132.1
839.0
839.0
696.0
696.0
– 841.0
– 543.8
– 697.7
– 419.7
– 1,248.3
0
– 837.2
– 683.7
3,567.0 3,401.5 2,879.4 2,724.7
1,301.3
264.7
547.3
338.8
465.1
0
0
0
551.3
359.1
4,403.7
1,926.1
1,646.3
1,571.9
547.3
1,884.7
2,016.1
1,417.1
1,499.5
122.7
2,383.6
2,067.6 14,542.9 12,618.7
0
56.9
0
240.9
295.0
298.6
207.1
0
94.0
2,587.6
1,374.1
1,646.3
1,628.8
547.3
2,125.6
2,311.1
1,715.7
1,706.6
122.7
2,383.6
2,161.6 17,130.5 13,992.8
107.3
429.0
546.0
600.0
464.0
465.0
38.8
550.0
550.0
3,257.3
3,562.8
–1,301.3
– 264.7
– 547.3
– 338.8
– 465.1
0
0
– 551.3
– 359.1 – 4,403.7 – 1,926.1
0
– 56.9
– 240.9
– 295.0
– 298.6
– 207.1
0
– 94.0 – 2,587.6 – 1,374.1
452.3 1,736.2
2,091.9 2,151.0
1,881.1
1,964.5
161.5
2,382.3
2,258.5 13,396.5 14,255.4
0
0
0
Number of phantom shares 8)
17,597
18,204
14,598
15,101
2,249
9,308
11,847
12,584
10,068
9,753
935
11,536
11,934
68,317
77,397
1) Deutsche Börse AG contributes €228.0 thousand (2012: €215.7 thousand) to total remuneration for Andreas Preuss. This amount is composed as follows:
non-performance related remuneration: €64.0 thousand (2012: €64.0 thousand), other remuneration from ancillary contractual benefits: nil (2012: nil),
variable cash component: €108.3 thousand (2012: €96.0 thousand), number of phantom shares: 1,168 (2012: 1,209), their amount at the grant date:
€55.7 thousand (2012: €55.7 thousand)
2) Left the Executive Board at the end of 31 March 2013. The outstanding 2011 to 2013 tranches of the SBP were settled with the departure of
Frank Gerstenschläger.
3) Left the Executive Board at the end of 31 December 2012
4) Appointed to the Executive Board effective 1 December 2012
5) Deutsche Börse AG does not contribute to total remuneration for Jeffrey Tessler. Clearstream International S.A. pays out 100 per cent of the remuneration.
6) Other remuneration (ancillary benefits) comprises salary components such as taxable contributions towards private pensions, taxable lump-sum telephone
allowances / living expenses, and company car arrangements.
7) Corresponds to the 100 per cent target value for the 2013 phantom stock bonus. The variable share component under the 2013 – 2015 performance
assessment will be paid out in 2016.
8) The number of stock options at the 2013 grant date is calculated by dividing the target for the stock bonus by the average share price (Xetra ® closing price)
of Deutsche Börse shares in the calendar months January and February 2013 (€47.68). The number of phantom shares is indicative and may change as
a result of the performance comparison based on total shareholder return.
0
0
0
0
0
0
0
0
0
Deutsche Börse Group corporate report 2013 Remuneration report
85
Frank
Gerstenschläger 2)
Michael Kuhn 3)
Gregor Pottmeyer
Hauke Stars 4)
Jeffrey Tessler 5)
Total
2013
€ thous.
2012
€ thous.
2013
€ thous.
2012
€ thous.
2013
€ thous.
2012
€ thous.
2013
€ thous.
2012
€ thous.
2013
€ thous.
2012
€ thous.
2013
€ thous.
2012
€ thous.
145.0
580.0
7.2
28.2
152.2
608.2
64.3
233.0
0
0
0
0
650.0
650.0
600.0
580.0
48.3
747.6
729.4
4,022.6
4,507.7
20.1
26.0
17.3
51.1
4.8
32.0
32.0
166.7
148.4
670.1
676.0
617.3
631.1
53.1
779.6
761.4
4,189.3
4,656.1
291.9
291.7
266.6
289.5
23.2
350.9
315.7
1,983.4
2,012.1
1,429.8
730.7
547.3
922.7
1,048.4
533.2
578.9
46.4
1,253.1
990.5
8,370.2
5,950.5
Variable cash component (consolidated net income target)
1,071.1
963.7
902.9
799.8
128.5
466.0
0
583.9
583.3
533.2
578.9
46.4
701.8
631.4
3,966.5
4,024.4
1,301.3
264.7
547.3
338.8
465.1
0
0
0
551.3
359.1
4,403.7
1,926.1
1,646.3
1,571.9
547.3
1,884.7
2,016.1
1,417.1
1,499.5
122.7
2,383.6
2,067.6 14,542.9 12,618.7
0
56.9
0
240.9
295.0
298.6
207.1
0
0
94.0
2,587.6
1,374.1
1,646.3
1,628.8
547.3
2,125.6
2,311.1
1,715.7
1,706.6
122.7
2,383.6
2,161.6 17,130.5 13,992.8
107.3
429.0
0
546.0
600.0
464.0
465.0
38.8
550.0
550.0
3,257.3
3,562.8
Inflows
Fixed remuneration
Ancillary benefits 6)
Total
One-year variable remuneration (individual targets)
Multi-year variable remuneration
Variable share component (SBP 2009 / 2010)
Total
Service cost
Total remuneration (DCGK)
SBP for the remuneration year 7)
less variable share component (SBP 2009 / 2010)
less service cost
Total remuneration (section 314 of the HGB)
Reto Francioni
Andreas Preuss 1)
CEO
Deputy CEO
2013
2012
2013
2012
€ thous.
€ thous.
€ thous.
€ thous.
1,100.0
1,100.0
800.0
800.0
21.3
17.0
29.1
29.0
1,121.3
1,117.0
829.1
829.0
535.6
481.8
451.4
399.9
1,912.1
1,507.5
1,600.6
1,219.5
841.0
543.8
697.7
419.7
3,569.0
3,106.3
2,881.1
2,448.4
1,248.3
0
837.2
683.7
4,817.3
3,106.3
3,718.3
3,132.1
839.0
839.0
696.0
696.0
– 841.0
– 543.8
– 697.7
– 419.7
– 1,248.3
0
– 837.2
– 683.7
3,567.0 3,401.5 2,879.4 2,724.7
0
0
– 551.3
– 359.1 – 4,403.7 – 1,926.1
0
– 94.0 – 2,587.6 – 1,374.1
–1,301.3
– 264.7
– 547.3
– 338.8
– 465.1
0
0
– 240.9
– 295.0
– 298.6
– 207.1
2,091.9 2,151.0
1,881.1
1,964.5
161.5
2,382.3
2,258.5 13,396.5 14,255.4
11,847
12,584
10,068
9,753
935
11,536
11,934
68,317
77,397
Number of phantom shares 8)
17,597
18,204
14,598
15,101
2,249
9,308
0
– 56.9
452.3 1,736.2
0
0
0
1) Deutsche Börse AG contributes €228.0 thousand (2012: €215.7 thousand) to total remuneration for Andreas Preuss. This amount is composed as follows:
non-performance related remuneration: €64.0 thousand (2012: €64.0 thousand), other remuneration from ancillary contractual benefits: nil (2012: nil),
variable cash component: €108.3 thousand (2012: €96.0 thousand), number of phantom shares: 1,168 (2012: 1,209), their amount at the grant date:
2) Left the Executive Board at the end of 31 March 2013. The outstanding 2011 to 2013 tranches of the SBP were settled with the departure of
€55.7 thousand (2012: €55.7 thousand)
Frank Gerstenschläger.
3) Left the Executive Board at the end of 31 December 2012
4) Appointed to the Executive Board effective 1 December 2012
5) Deutsche Börse AG does not contribute to total remuneration for Jeffrey Tessler. Clearstream International S.A. pays out 100 per cent of the remuneration.
6) Other remuneration (ancillary benefits) comprises salary components such as taxable contributions towards private pensions, taxable lump-sum telephone
7) Corresponds to the 100 per cent target value for the 2013 phantom stock bonus. The variable share component under the 2013 – 2015 performance
allowances / living expenses, and company car arrangements.
assessment will be paid out in 2016.
8) The number of stock options at the 2013 grant date is calculated by dividing the target for the stock bonus by the average share price (Xetra ® closing price)
of Deutsche Börse shares in the calendar months January and February 2013 (€47.68). The number of phantom shares is indicative and may change as
a result of the performance comparison based on total shareholder return.
SharesServices2013HorizonsStrategic perspectivesResponsibilityGovernanceManagement reportFinancial statementsNotes 86
Retirement benefits
Mr Francioni, Mr Pottmeyer and Mr Tessler are entitled to pension benefits after reaching the age of
60, Ms Stars after reaching the age of 62, Mr Gerstenschläger and Mr Preuss after reaching the age
of 63, provided that they are no longer in the employment of Deutsche Börse AG in each case at that
time. There are two different retirement benefit systems for Deutsche Börse AG’s Executive Board mem-
bers: Executive Board members who were appointed for the first time before 1 January 2009 receive
a defined benefit pension. Executive Board members who were appointed for the first time after that
date receive a defined contribution pension. The pensionable income and the present value of the
existing pension commitments as at 31 December 2013 are presented in the
table on page 87.
Like his fellow Executive Board members, Mr Tessler is entitled to pension payments which are secured
by a trust agreement. As the trust assets are held under German jurisdiction, but the pension commit-
ments are governed by Luxembourg law and Mr Tessler is a US citizen, he risks incurring an additional
tax burden. In order to minimise this risk for Mr Tessler, the Supervisory Board decided to secure his
pension commitments by transferring the trust assets to a pension plan or fund domiciled in Luxem-
bourg. Transfer and legal consultation are subject to one-off fees of up to €25 thousand. In addition,
management costs will amount to up to €10 thousand per year. Furthermore, Mr Tessler will receive
compensation of up to €800 thousand if a tax is incurred upon payment of his pension.
Defined benefit retirement benefit system
After reaching the contractually agreed retirement age, members of the Executive Board to whom the
defined benefit retirement benefit system is applicable receive a specified percentage (replacement rate)
of their individual pensionable income as a pension. This is subject to the Executive Board member in
question having served on the Executive Board for at least three years and having been reappointed at
least once. Pensionable income is determined and regularly reviewed by the Supervisory Board. When
the term of office began, the replacement rate was 30 per cent. It rose by 5 percentage points with
each reappointment, up to a maximum of 50 per cent. The provisions of the defined benefit retirement
benefit system apply to Mr Francioni, Mr Gerstenschläger, Mr Preuss and Mr Tessler.
Defined contribution retirement benefit system
For Executive Board members to whom the defined contribution retirement benefit system applies, the
company makes a contribution in the form of a capital component in each calendar year they serve on
the Executive Board. This contribution is determined by applying an individual replacement rate to the
pensionable income. As in the defined benefit retirement benefit system, the pensionable income is
determined and regularly reviewed by the Supervisory Board. The annual capital components calculated
in this way bear annual interest of 3 per cent. The provisions of the defined contribution retirement
benefit system apply to Mr Pottmeyer and Ms Stars.
Deutsche Börse Group corporate report 2013 Remuneration report
87
Retirement benefits
Pensionable
income 1)
Replacement rate
Present value / defined benefit
obligation
Pension expense
2013
€ thous.
as at
31 Dec 2013
%
as at
31 Dec 2012
%
as at
31 Dec 2013
€ thous.
as at
31 Dec 2012
€ thous.
2013
€ thous.
2012
€ thous.
Defined benefit
system
Reto Francioni
Andreas Preuss
Frank
Gerstenschläger 2)
Michael Kuhn 3)
Jeffrey Tessler 4)
Total
Defined contribution
system
Gregor Pottmeyer
Hauke Stars 5)
Total
1,000.0
600.0
500.0
500.0
577.8
3,177.8
500.0
500.0
1,000.0
40.0
40.0
40.0
50.0
40.0
40.0
40.0
40.0
50.0
40.0
12,148.2
10,647.8
1,248.3
0
6,712.8
5,796.8
837.2
683.7
–
–
5,221.9
4,269.5
5,794.0
4,166.8
0
0
0
56.9
240.9
94.0
24,082.9
30,674.9
2,085.5
1,075.5
48.0
36.0
48.0
36.0
1,368.8
1,035.9
225.8
22.9
1,594.6
1,058.8
295.0
207.1
502.1
298.6
–
298.6
1) Since 2010, pensionable income is no longer based on fixed remuneration,
but is reviewed and determined by the Supervisory Board.
2) Left the Executive Board at the end of 31 March 2013
3) Left the Executive Board at the end of 31 December 2012
4) Deutsche Börse AG does not contribute to total remuneration for Jeffrey Tessler.
Clearstream International S.A. pays out 100 per cent of the remuneration.
5) Appointed to the Executive Board effective 1 December 2012
Early retirement pension
Members of the Executive Board who have a defined benefit pension are entitled to an early retirement
pension if the company does not extend their contract, unless the reason for this is attributable to the
Executive Board member or would justify termination without notice of the Executive Board member’s
contract. The amount of the early retirement pension is calculated in the same way as the retirement
benefits by applying the relevant replacement rate to the pensionable income. Again, this is subject to
the Executive Board member having served on the Executive Board for at least three years and having
been reappointed at least once. Members of the Executive Board who have a defined contribution
pension are not eligible for early retirement benefits.
Death and permanent occupational incapacity benefits
In the event of the permanent occupational incapacity of a member of Deutsche Börse AG’s Executive
Board, the company is entitled to retire the Executive Board member in question. Permanent occupa-
tional incapacity exists if an Executive Board member is unable to perform his or her professional
activities for more than six months and it is not expected that his or her occupational capacity will be
regained within a further six months. In such cases, Executive Board members who have a defined
benefit pension plan receive the amount calculated by applying the relevant replacement rate to the
SharesServices2013HorizonsStrategic perspectivesResponsibilityGovernanceManagement reportFinancial statementsNotes
88
pensionable income. Executive Board members with a defined contribution pension plan receive the
benefit assets acquired when the benefits fall due, plus an allocated amount. The allocated amount
corresponds to the full annual pension contribution that would have been due in the year of leaving
service multiplied by the number of years between the benefits falling due and the Executive Board
member reaching the age of 60 or 62.
In the event of the death of an Executive Board member, his or her spouse receives 60 per cent of the
above amount and each dependent child receives 10 per cent (25 per cent for full orphans), up to a
maximum of 100 per cent of the pension contribution.
Transitional payments
In the event of permanent occupational incapacity, the agreements under the defined benefit retirement
benefit system for Deutsche Börse AG’s Executive Board provide for a transitional payment in addition
to the benefits described above. The amount of this payment corresponds to the amount of the target
variable remuneration (cash and stock bonuses) in the year in which the benefits fall due. It is paid out
in two tranches in the two subsequent years. In the case of the death of an Executive Board member,
his or her spouse receives 60 per cent of the transitional payment.
Severance payments
In the event of early termination of an Executive Board member’s contract of service other than for good
cause, any payments made to the Executive Board member may not exceed the remuneration for the
residual term of the contract of service and may also not exceed the value of two total annual remune-
ration payments (severance payment cap). The payment is calculated based on the total remuneration
in the past financial year and, where appropriate, the expected total remuneration for the current financial
year. The Supervisory Board may exceed the upper limit in exceptional, justified cases.
Change of control
If an Executive Board member is asked to stand down within six months of a change of control, he or
she is entitled to a severance payment equal to two total annual remuneration payments or the value
of the residual term of his or her contract of service, where this is less than two years. This entitlement
may be increased to 150 per cent of the severance payment. If an Executive Board member resigns
within six months of the change of control because his or her position as a member of the Executive
Board is significantly negatively impacted as a result of the change of control, the Supervisory Board
may decide at its discretion whether to grant a severance payment of the above-mentioned amount.
Other provisions
Secondary employment
Additional appointments or sideline activities entered into by individual members of the Executive
Board require the approval of the entire Executive Board and the Chairman of the Supervisory Board
or, in certain cases, the entire Supervisory Board, which has delegated granting such approval to
the Personnel Committee. If a member of the Executive Board is remunerated for an office performed
at an affiliate of Deutsche Börse AG, this is offset against the Executive Board member’s entitlement
to remuneration from Deutsche Börse AG.
Deutsche Börse Group corporate report 2013 Remuneration report
89
Loans to Executive Board members
The company did not grant any advances or loans to members of the Executive Board in financial year
2013, and there are no loans or advances from previous years to members of the Executive Board.
Payments to former members of the Executive Board
Former members of the Executive Board or their surviving dependents received payments of €1.9 million
in the year under review (2012: €1.6 million). The actuarial present value of the pension obligations as
at the balance sheet date was €54.0 million in the year under review (2012: €41.5 million).
Supervisory Board remuneration
The members of the Supervisory Board receive a fixed annual remuneration of €70 thousand. The
Chairman receives remuneration of €170 thousand and the Deputy Chairman receives €105 thousand.
Members of Supervisory Board committees receive additional fixed annual remuneration of €30 thou-
sand for each committee position they hold. This amount rises to €35 thousand for members of the
Audit Committee. The committee chairmen’s remuneration is €40 thousand, or €60 thousand for the
Chairman of the Audit Committee. If a Supervisory Board member belongs to several Supervisory
Board committees, only the work in a maximum of two committees is remunerated. The remuneration
for the work in the two most highly remunerated committees is awarded. Supervisory Board members
who only belong to the Supervisory Board for part of the financial year, receive one-twelfth of the fixed
annual remuneration and, if applicable, of the remuneration for their committee membership for each
month or part month of membership.
Remuneration paid to members of the Supervisory Board for advisory and agency services
In the year under review, €164.4 thousand and CHF 6.6 thousand (2012: €42.5 thousand) was paid
to Richard Berliand Limited for advisory and agency services. Richard Berliand is Managing Director
and general partner of Richard Berliand Limited. Likewise, in 2013 a contract was concluded with
Mayer Brown LLP, Washington; €17.8 thousand (2012: €2.0 thousand) was paid. Friedrich Merz is a
partner at Mayer Brown LLP. In addition, a consulting agreement was concluded with Cohesive Flexible
Technologies Corporation (Cohesive FT) during the year under review. For this purpose €128.9 thou-
sand (2012: nil) was paid in financial year 2013. Craig Heimark holds an interest in Cohesive FT. All
above-mentioned agreements expired prior to 31 December 2013.
SharesServices2013HorizonsStrategic perspectivesResponsibilityGovernanceManagement reportFinancial statementsNotes 90
t
r
o
p
e
r
t
n
e
m
e
g
a
n
a
M
Supervisory Board remuneration 1) 2)
Membership
Non-performance
related remuneration
Performance-related
remuneration 3)
2013
2012
2013
€ thous.
2012
€ thous.
2013
€ thous.
2012
€ thous.
Joachim Faber
(Chairman since 16 May 2012)
full year
full year
250.0
192.3
Gerhard Roggemann
(Deputy Chairman)
Herbert Bayer 4)
Richard Berliand
Birgit Bokel 4)
Irmtraud Busch
Karl-Heinz Floether
Marion Fornoff
Hans-Peter Gabe
Manfred Gentz
(Chairman until 16 May 2012) 4)
Richard M. Hayden
Craig Heimark
Konrad Hummler 4)
David Krell
full year
full year
165.0
–
1 Jan – 16 May
–
full year
full year
140.0
–
1 Jan – 16 May
full year
16 May – 31 Dec
full year
16 May – 31 Dec
full year
16 May – 31 Dec
full year
full year
–
1 Jan – 16 May
full year
full year
full year
full year
–
1 Jan – 16 May
–
100.0
130.0
100.0
100.0
–
100.0
110.0
–
full year
full year
100.0
Hermann-Josef Lamberti 4)
–
1 Jan – 16 May
Monica Mächler
Friedrich Merz
Thomas Neiße
full year
16 May – 31 Dec
full year
full year
full year
full year
Heinz-Joachim Neubürger
full year
16 May – 31 Dec
Roland Prantl 4)
Erhard Schipporeit
Jutta Stuhlfauth
Norfried Stumpf 4)
Martin Ulrici
Johannes Witt
Total
–
1 Jan – 16 May
full year
full year
full year
16 May – 31 Dec
–
1 Jan – 16 May
full year
16 May – 31 Dec
full year
full year
–
100.0
105.0
100.0
135.0
–
130.0
100.0
–
100.0
105.0
151.3
28.3
114.2
28.3
64.0
83.2
64.0
88.3
77.5
120.8
96.7
32.5
86.7
20.0
64.0
97.9
95.0
86.1
28.3
112.5
64.0
28.3
64.0
89.6
note 39 in the notes to the consolidated financial statements for details of the long-term incentive components.
1) See
2) The recipient of the remuneration is determined individually by the members of the Supervisory Board.
3) Performance-related payment based on the former remuneration system which was applied until May 2012
4) Left the Supervisory Board on 16 May 2012
2,170.0
1,977.8
−
−
−
−
−
−
−
−
−
−
−
−
−
−
−
−
−
−
−
−
−
−
−
−
−
−
6.7
6.7
6.7
6.7
6.7
1.3
1.3
1.3
6.7
6.7
6.7
6.7
6.7
6.7
6.7
1.3
6.7
6.7
1.3
6.7
6.7
1.3
6.7
1.3
6.7
129.7
Deutsche Börse Group corporate report 2013
Combined
management report
92
Fundamental information about the Group
103
Report on economic position
133
Report on post-balance sheet date events
133
Non-financial key performance indicators
143
Risk report
166
Report on opportunities
171
Report on expected developments
183
Deutsche Börse AG (Disclosures based on the HGB)
92
Deutsche Börse Group corporate report 2013
Combined management report
This combined management report covers both the Group and Deutsche Börse AG. It has been prepared
in accordance with sections 289, 315 and 315a of the Handelsgesetzbuch (HGB, German Commercial
Code) and German Accounting Standard (GAS) 20. This management report also takes into account the
requirements of the Practice Statement “Management Commentary” issued by the International Account-
ing Standards Board (IASB).
Fundamental information about the Group
Overview of Deutsche Börse Group
Business operations and Group structure
Deutsche Börse AG, headquartered in Frankfurt/Main, Germany, is the parent company of Deutsche
Börse Group. As at 31 December 2013, the Group employed 3,811 people at 22 locations in 16 coun-
tries. As one of the largest market infrastructure providers worldwide, Deutsche Börse Group offers its
customers a wide range of products and services. These cover the entire financial market transactions
value chain – from equities and derivatives trading, through transaction clearing and settlement, securi-
ties custody, services for liquidity and collateral management and the provision of market information,
down to the development and operation of electronic systems that support all these processes. The
Group’s business model enhances capital market stability, efficiency and integrity. Issuers benefit from
the low cost of capital, while investors enjoy high liquidity and low transaction costs. At the same time,
Deutsche Börse stands for transparency and security on the capital markets, in which organised trading
is based on unrestricted pricing and trading participants can manage risks under their own responsibility.
Deutsche Börse AG itself operates the cash market at Frankfurter Wertpapierbörse (FWB®, the Frankfurt
Stock Exchange) with its fully electronic Xetra® trading platform. It also offers trading in structured prod-
ucts (certificates and warrants) in Germany via Börse Frankfurt Zertifikate AG (formerly Scoach Europa
AG). Moreover, via Eurex Zürich AG and its subsidiaries, Deutsche Börse AG operates derivatives mar-
kets in Europe (Eurex) and the United States (International Securities Exchange, ISE); it also offers clear-
ing services for the cash and derivatives market (Eurex Clearing AG). In addition, Deutsche Börse sells
price and reference data as well as other trading information; its STOXX Ltd. subsidiary develops and
sells indices. All post-trade services that Deutsche Börse Group provides for securities are handled by
Clearstream Holding AG and its subsidiaries. These include transaction settlement, the administration
and custody of securities as well as global securities financing and investment funds services. Deutsche
Börse AG and Clearstream Services S.A. develop and operate Deutsche Börse Group’s technological in-
frastructure.
“Investments and partnerships” chart gives an overview of Deutsche Börse Group’s principal
note 2 to the consolidated financial
The
shareholdings; its basis of consolidation is presented in full in
statements.
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Fundamental information about the Group
93
Company management
The governing bodies of Deutsche Börse AG, as a German stock corporation, are the Annual General
Meeting, the Supervisory Board and the Executive Board, each of which has its own areas of respon-
sibility.
The Annual General Meeting resolves the appropriation of the unappropriated surplus, appoints the
shareholder representatives on the Supervisory Board and resolves to approve the actions of the
Executive Board and the Supervisory Board. In addition, it resolves on corporate actions and other
matters governed by the Aktiengesetz (AktG, German Stock Corporation Act).
The Supervisory Board appoints, supervises and advises the Executive Board and is directly involved
in key decisions affecting the company. Additionally, it approves the consolidated financial statements
prepared by the Executive Board. Members of the Supervisory Board are appointed for a period of three
years; however, when electing members to the Supervisory Board, the Annual General Meeting may
Deutsche Boerse
Systems, Inc.
100 %
Deutsche Börse
Services s.r.o
100 %
Market News
International Inc.
100 %
Infobolsa S.A.
50 %
STOXX Ltd.
50 %
Investments and partnerships strengthen product and service offering
Deutsche Börse AG1)
Eurex Global Derivatives AG
100 %
Börse Frankfurt Zertifi kate
Holding S.A.
100 %
Clearstream Holding AG
100 %
Börse Frankfurt
Zertifi kate AG
100 %
BrainTrade Gesellschaft
für Börsensysteme mbH
29 % 4)
Deutsche Börse
Commodities GmbH
16 %
Tradegate Exchange GmbH
75 % 5)
Clearstream
International S.A.
100 %
Clearstream Banking AG
100 %
Clearstream Services S.A.
100 %
Clearstream Operations
Prague s.r.o
100 %
LuxCSD S.A.
50 %
Clearstream Banking S.A.
100 % 6)
Clearstream Banking
Japan, Ltd.
100 %
REGIS-TR S.A.
50 %
Eurex Zürich AG
100 % 2)
Eurex Frankfurt AG
100 %
Eurex Clearing AG
100 %
Eurex Repo GmbH
100 %
Eurex Bonds GmbH
79 %
U.S. Exchange
Holdings, Inc.
100 %
International Securities
Exchange Holdings, Inc.
100 %
European Energy
Exchange AG
63 %
Deutsche Börse
Cloud Exchange AG
50 % 3)
1) Simplifi ed presentation of main shareholdings, as at 1 January 2014
2) Direct equity interest Deutsche Börse AG: 50 %
3) Plus an equity interest of 15 %, which is held indirectly via Zimory GmbH
4) Direct equity interest Deutsche Börse AG: 14 %
5) Plus an equity interest of 1 %, which is held indirectly via Tradegate AG Wertpapierhandelsbank
6) Equity interest Clearstream International S.A.: 77 %, equity interest Clearstream Holding AG: 23 %
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Deutsche Börse Group corporate report 2013
determine a shorter term of office. The Supervisory Board of Deutsche Börse AG has 18 members:
twelve shareholder representatives and six employee representatives.
The Executive Board has sole responsibility for managing the company and the Chief Executive Officer
coordinates the activities of the Executive Board members. Until 31 March 2013, the Executive Board
of Deutsche Börse AG had six members. Effective 1 April 2013, the Executive Board was reduced to five
members due to the departure of Frank Gerstenschläger. The remuneration system and the remuneration
paid to the individual members of the Executive Board of Deutsche Börse AG are presented in the
muneration report, which is part of this combined management report.
re-
Reporting segments
Deutsche Börse Group classifies its business into four segments: Eurex, Xetra, Clearstream and
Market Data + Services. This structure serves as a basis for the internal management of the Group
and for financial reporting.
Reporting segment
Business areas
Eurex
Xetra
T7 electronic derivatives market trading platform
T7 electronic equity options trading platform
Eurex Repo® over-the-counter (OTC) trading platform
Central counterparty for bonds, on- and off-exchange derivatives and repo transactions
Cash market with the Xetra® electronic trading system, the Specialist trading on the Frankfurt
Clearstream
Market Data + Services
Stock Exchange and Tradegate
Eurex Bonds® OTC trading platform
Central counterparty for equities and bonds
Admission of securities to listing
Custody and settlement services for domestic and international securities
Global securities financing services and collateral management
Investment funds services
Distribution of licences for real-time trading and market signals
Development and sales of indices
Technology solutions for external customers
Trading participant connectivity
Organisational structure
Deutsche Börse Group’s organisational structure in financial year 2013 mirrors the market areas: Cash &
Derivatives Markets, Clearstream (securities settlement and custody) and IT & Market Data + Services.
Each area is headed by a member of Deutsche Börse AG’s Executive Board. In addition, there are central
functions, such as communications or finance, which are headed by the Chief Executive Officer (CEO)
or Chief Financial Officer (CFO); see the
1 January 2014” chart.
“Leadership structure of Deutsche Börse Group as at
Goals and strategies
Goals and strategy of Deutsche Börse Group
As one of the largest market infrastructure providers worldwide, Deutsche Börse Group stands for the
stability, efficiency and integrity of the capital markets. Its business success is founded on the Group’s
integrated business model with a product and service range that extends along the entire financial mar-
ket transactions value chain. It aims to offer customers reliable, efficient and cost-effective services and
is based on the following key principles:
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Integrating different financial market services such as trading, clearing, settlement, securities custody,
liquidity and collateral management, as well as index and market data services
Providing these services for different asset classes such as equities, bonds, funds and derivatives
Developing and operating the Group’s own electronic systems for all processes along the securities
trading value chain
Acting as an impartial marketplace organiser, ensuring orderly, supervised trading with fair pricing and
providing risk management service
Deutsche Börse Group has increased its value considerably since going public in 2001. The efficiency
of its business model is reflected in the fact that Deutsche Börse Group provides highly attractive prices
for its trading, clearing and settlement services and that the Group has generated strong cash flows from
its operating activities for many years.
Deutsche Börse Group is continuing to pursue the strategy, that has enabled it to achieve its leading
position. In doing so, it focuses primarily on organic growth. It aims to achieve it by introducing new
products in existing and new asset classes, expanding its business to additional customer groups and
moving into markets in new regions. If external growth opportunities appear to be economically attractive,
Deutsche Börse Group also takes these into consideration. The aim is growth that will add lasting value
– for customers and business partners, staff, shareholders and the society.
Leadership structure of Deutsche Börse Group as at 1 January 2014
Group Executive Board
CEO
CFO
Cash & Derivatives
Markets
R. Francioni
G. Pottmeyer
A. Preuss
Clearstream
J. Tessler
IT & MD+S
H. Stars
Programs and
Advisory
Financial Accounting
& Controlling
Executive Offi ce
Executive Offi ce
CIO Offi ce
Internal Auditing
Chief Risk Offi cer
Market Structure
Business Management
& Strategy
Infrastructure
& Operations
Global Public Affairs
Chief Compliance
Offi cer
Chief Innovation
Offi cer
Operations
Clearstream
Market Data
+ Services
Group Strategy
Strategic Finance
International
Securities Exchange
Investment Funds
Services
Cash & Derivatives IT
Corporate
Communications
Investor Relations
& Treasury
General Counsel
Human Resources
Cash Market
Global Client Relations
Clearstream IT
European Energy
Exchange / Repo
Client Relations GSF
& Broker/Dealers
Market Data
+ Services IT
Group Organizational
Services
Sales & Marketing
Technology Offi ce
Clearing
Information Security
Product Research
& Development
Market Supervision
Common Application
Development
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Deutsche Börse Group corporate report 2013
Deutsche Börse Group will channel its energies in three strategic directions in the coming years:
Vigorous expansion of its product and service range to currently unregulated and uncollateralised mar-
kets, e.g. over-the-counter derivatives trading, in response to changes in customer needs as well as the
regulatory framework
Rapid extension of its technology leadership and expertise in the market data segment; one measure
taken to achieve this was to bundle the relevant resources within the company in a new segment, IT &
Market Data + Services, as at 1 January 2013.
Entry into new geographic growth areas, especially in Asia, and acquisition of new customer groups
(see the
report on opportunities)
Whether Deutsche Börse Group achieves its organic growth targets will depend on the following factors,
among others:
How the financial markets perform in line with general economic conditions: greater volatility in the
cash market typically leads to more trading, for example.
Regulatory requirements: if regulatory initiatives (e.g. EMIR, Capital Requirements Directives) strengthen
the role of exchanges, this will also benefit Deutsche Börse Group.
Structural changes in the financial markets: trading activity increases, for example, if investment funds
make greater use of derivatives to implement their trading strategy.
The innovative power of the Group: will it succeed in continually introducing new products and ser-
vices for which there is demand in the market?
Deutsche Börse Group is committed to transparent, reliable and liquid financial markets, but cannot
affect the volume drivers of these markets. However, the Group is able to exert an influence on the other
factors to some extent or in full, for example it can lobby for a favourable legal framework for the finan-
cial markets or it can develop products and services that support customers in their business. In this
way, it can also reduce its dependence on factors outside its control.
Management approach to enterprise-wide sustainability commitment
Deutsche Börse Group’s goals and strategies also include taking a holistic view of its corporate responsi-
bility. In line with this, its management approach comprises four areas for action – the economy, em-
ployees, the environment and corporate citizenship – with the goal of sustainability strengthening and
preserving Deutsche Börse Group’s benefits to the economy and to society.
Economy: Deutsche Börse Group aims to organise the capital markets in a way that ensures their
integrity, transparency and security. Thus, it makes its biggest (value) contribution to society in its
primary core business, securities trading.
Employees: Deutsche Börse Group pursues a responsible, sustainable human resources policy. It wants
to win committed and competent employees and retain them for as long as possible.
Environment: Deutsche Börse Group aims to keep its “ecological footprint” to a minimum by imple-
menting an environment- and resource-friendly business ecology.
Corporate citizenship: Deutsche Börse Group is a good corporate citizen and as such has responsibili-
ties to meet. It is committed to fulfilling this role in its international locations as well.
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Selected initiatives and specific measures from these four areas are described in the
“Corporate responsibility” and “Sustainability” sections.
“Employees”,
Corporate responsibility falls under the remit of the CEO. The corporate responsibility team coordinates
Group-wide measures and makes any strategic updates to the management approach. In consultation
with the operating departments, the team members hold regular reviews to determine whether the areas
for action and implementation measures are still relevant and how the objectives can be met and the
targets reached.
Sustainability management
Deutsche Börse Group is committed to a style of corporate management that takes social, ethical and
ecological aspects into account when implementing its economic objectives. The company gave strong
expression to this commitment by signing up to the United Nations Global Compact.
As a key capital market organiser, Deutsche Börse’s role is to provide a stable technological infrastructure
and legal certainty on the markets it organises and hence to ensure fair trading. In addition, it aims to
ensure that sustainability information is more transparent and easily available for market participants.
As a listed company, it has a duty to consistently monitor and raise its own sustainability profile. In line
with this dual role, Deutsche Börse Group’s sustainability management focuses on two areas for action:
promoting the transparency of holistic investment strategies and optimising its own sustainability per-
formance. Examples of initiatives and their successful implementation can be found in the
ability” section.
“Sustain-
Internal management
Control systems
Deutsche Börse Group’s internal management system is based on key performance indicators taken
from the income statement (net revenue, operating costs, EBIT, consolidated net income for the year)
as well as balance sheet key performance indicators (liquidity, equity less intangible assets). In addition,
Deutsche Börse Group’s internal management system includes key performance indicators that are
derived from the income statement and the balance sheet (interest coverage ratio, gross debt / EBITDA,
return on shareholders’ equity).
Net revenue is composed of sales revenue plus net interest income from banking business and other
operating income, less volume-related costs. Sales revenue from external customers is generally depend-
ent on the growth factors described above (performance of the financial markets, regulatory and struc-
tural changes, and the Group’s ability to innovate). Net interest income from banking business is de-
pendent on the development of Clearstream’s international settlement business on the one hand and
the development of short-term interest rates, particularly in the euro zone and the USA, on the other.
Other operating income results from exchange rate differences, among other things. Volume-related
costs normally correlate with the level of sales revenue in the relevant areas of the company, such as
fees and commissions from banking business or costs for purchasing price information. In addition,
various licence fees, e.g. for index licences, contribute to volume-related costs.
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Deutsche Börse Group corporate report 2013
Operating costs include staff costs, depreciation, amortisation and impairment losses, as well as other
operating expenses. Staff costs consist of wages and salaries as well as social security contributions
and the cost of retirement benefits. They are subject to inflation adjustments and depend partially on
the development of Deutsche Börse AG’s share price, as they also include changes in the provisions and
payments for the Stock Bonus Plan for members of the Executive Board and senior executives that was
introduced in 2007. The depreciation, amortisation and impairment charges include depreciation and
amortisation of, and impairment losses on, intangible assets and property, plant and equipment. Other
operating expenses mainly consist of the costs of developing and operating the Group’s technological
infrastructure, office infrastructure costs and marketing costs.
Around 80 per cent of Deutsche Börse Group’s costs are fixed costs (excluding special factors). The
Group can therefore handle higher volumes of business without a significant increase in costs. Converse-
ly, a decline in business volumes has a direct impact on the Group’s profitability. Approximately 20 per
cent of the Group’s costs are volume-related costs.
Deutsche Börse Group manages its EBIT via net revenue and operating costs. At Group level, Deutsche
Börse Group’s net income for the year – that is net profit for the year less non-controlling interests – also
serves as a performance indicator for internal management.
The balance sheet key performance indicators include a predefined liquidity target and equity less
intangible assets. Liquidity planning aims at providing liquidity corresponding to the operating costs
for one quarter; this liquidity target currently ranges between €150 million and €250 million. The
Group’s management of its equity less intangible assets does not aim to reach a particular target but
rather to maintain a positive value in general.
The interest coverage ratio shows the ratio of EBITDA to interest expenses from financing activities. Un-
der its capital management programme, the Group plans to achieve an interest coverage ratio of at least
16 for Deutsche Börse Group. In addition, the aim is to achieve a ratio of interest-bearing gross debt to
EBITDA a maximum of 1.5 at Group level. In particular, the latter performance indicator plays a material
role at present in protecting the Group’s current “AA” rating. The Clearstream subgroup aims to maintain
an interest coverage ratio of 25 and comply with other capital adequacy measures to protect its current
“AA” rating. Because Clearstream had no financial liabilities from non-banking business in the year under re-
view, as in the previous year, it was not necessary to calculate the interest coverage ratio for the subgroup.
Further information on the Group’s financial position is presented in the
of this combined management report.
“Financial position” section
Internal control system
Deutsche Börse has established a Group-wide internal control system (ICS). All business units serve as
first lines of defense and are responsible that Group-wide requirements are met in their respective areas
of responsibility. In particular, the ICS is valid for the Financial Accounting and Controlling (FA&C) de-
partment, ensuring that its accounting processes comply with orderly bookkeeping and accounting prac-
tices. It guarantees that the presentation of the net assets, financial position and results of operations in
the single-entity and consolidated financial statements of Deutsche Börse AG and its subsidiaries is cor-
rect and complete.
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The FA&C department is primarily responsible for preparing the accounts at Deutsche Börse AG and its
consolidated German subsidiaries; in foreign subsidiaries, this task is performed by the corresponding
units. The head of the FA&C department is responsible for the process, including effective safeguards
and controls. The aim is to ensure that risks in the accounting process are identified early on so that re-
medial action can be taken in good time. Some ICS controls are integrated into the process, while others
are performed independently.
FA&C uses the following tools to ensure a consistent and continuous accounting process:
A database stores all work instructions and descriptions for the individual accounting processes,
including the preparation of consolidated financial statements.
IFRS and German GAAP (HGB) accounting manuals and account allocation guidelines ensure a
consistent standard of financial reporting throughout the Group.
These tools are regularly tested and updated. All FA&C department employees have access to the data-
base as well as the accounting manuals and account allocation guidelines and can thus get information
on the management judgement and accounting options exercised by Deutsche Börse Group. High-risk
processes are subject to special controls.
In addition, Deutsche Börse Group continuously monitors and analyses changes in the accounting envi-
ronment and adjusts its process accordingly. This applies in particular to the national and international
accounting standards. The Group’s accounting function is also responsible for transactions, such as the
acquisition or sale of companies or shares. The FA&C department may be contacted by all subsidiaries
if they need help with accounting for these and other complex matters. For selected issues, such as the
measurement of pension obligations, FA&C consults external experts.
Another important feature of the ICS is the principle of functional separation: tasks and responsibilities
are clearly defined and allocated within the organisation. Incompatible tasks, such as modifying master
data and issuing payment instructions, are strictly segregated at a functional level. An independent con-
trol unit grants accounting system access rights to each employee and monitors them continuously using
an incompatibility matrix. Transactions are initially recorded in the general ledger or corresponding sub-
ledgers based on the chart of accounts and the account allocation guidelines. Closing entries are made
and the consolidated financial statements are prepared in all cases in line with the principle of dual control.
All major subsidiaries of Deutsche Börse Group maintain and consolidate their general ledgers in the
same system. The accounting data of the other companies is uploaded for inclusion in the consolidated
financial statements. Liabilities, expenses and income for individual transactions are recorded in sepa-
rate accounts under the name of the counterparty concerned. Any consolidation differences are reviewed
centrally and sent on to the accounting departments of the companies for clarification.
The processes, systems and controls described above aim to provide reasonable assurance that the
accounting system complies with the applicable principles and laws. Serving as further lines of defense,
the Compliance and Internal Auditing functions carry out risk-based, independent checks to test whether
the ICS is appropriate and effective. The Executive Board and the Audit Committee established by the
Supervisory Board receive regular reports on the effectiveness of the ICS for the financial reporting
process.
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Deutsche Börse Group corporate report 2013
Research and development activities
As a service provider, Deutsche Börse Group does not engage in research and development activities
comparable with those of manufacturing companies. This section of the report has therefore been omit-
ted. The Group’s product and services development activities are described in more detail in the
report on expected developments.
on opportunities and in the
report
Takeover-related disclosures
Disclosures in accordance with sections 289 (4) and 315 (4) HGB
In accordance with sections 289 (4) and 315 (4) of the Handelsgesetzbuch (HGB, German Commercial
Code), Deutsche Börse AG hereby makes the following disclosures as at 31 December 2013:
The share capital of Deutsche Börse AG amounted to €193.0 million on the above-mentioned balance
sheet date and was composed of 193 million no-par value registered shares. There are no other classes
of shares besides these ordinary shares.
The Executive Board is only aware of limitations to voting rights that result from the Aktiengesetz (AktG,
German Stock Corporation Act). These consist of the voting right limitations pursuant to section 136 of
the AktG and the limitations under the AktG for treasury shares. Section 136 of the AktG stipulates that
shareholders may not exercise voting rights for themselves or on behalf of another shareholder if a reso-
lution is to be adopted formally approving their actions, releasing them from an obligation, or deciding
whether the company should assert a claim against them. The voting rights of the relevant shares are
thus excluded by law in cases where section 136 of the AktG applies. Under section 71b of the AktG,
Deutsche Börse AG is not permitted to exercise any rights pertaining to treasury shares held in its portfolio.
Under the Wertpapierhandelsgesetz (WpHG, German Securities Trading Act), any investor whose share-
holding reaches, exceeds, or falls below specified voting right thresholds as a result of purchase, sale,
or any other transaction is required to notify the company and the Bundesanstalt für Finanzdienstleis-
tungsaufsicht (BaFin, German Federal Financial Supervisory Authority). The lowest threshold for this
disclosure requirement is 3 per cent (see
Deutsche Börse AG is not aware of any direct or indirect investments in its capital representing more
than 10 per cent of the voting rights.
note 43 to the consolidated financial statements for details).
None of Deutsche Börse AG’s shareholders hold shares that confer special control rights.
Employees holding shares in Deutsche Börse AG exercise their rights in the same way as other share-
holders in accordance with the statutory provisions and the Articles of Association.
Members of the Executive Board are appointed and dismissed in accordance with sections 84 and 85 of
the AktG. Amendments to the Articles of Association of Deutsche Börse AG are adopted by resolution of the
Annual General Meeting in accordance with section 119 (1) no. 5 of the AktG. Under Article 12 (4) of the
Articles of Association of Deutsche Börse AG, the Supervisory Board has the power to make changes to
the Articles of Association that relate only to the wording. In accordance with Article 18 (1) of the
Articles of Association of Deutsche Börse AG, resolutions of the Annual General Meeting are passed –
unless otherwise stipulated by mandatory requirements of the AktG – by a simple majority of the votes
cast. Insofar as the AktG prescribes a majority of the share capital represented at the Annual General
Meeting for resolutions, a simple majority of the represented share capital is sufficient where this is
legally permissible.
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Subject to the approval of the Supervisory Board, the Executive Board is authorised to increase the share
capital by up to a total of €5.2 million on one or more occasions in the period up to 11 May 2016 by
issuing new no-par value registered shares in exchange for cash and/or non-cash contributions (author-
ised capital I). Full authorisation, particularly the conditions for disapplying shareholders’ pre-emptive
rights, derives from Article 4 (3) of the Articles of Association of Deutsche Börse AG.
The Executive Board is also authorised to increase the share capital by up to a total of €27.8 million
on one or more occasions in the period up to 26 May 2015, subject to the approval of the Supervisory
Board, by issuing new no-par value registered shares in exchange for cash and/or non-cash contribu-
tions (authorised capital II). The shareholders must be granted pre-emptive rights, which the Executive
Board can disapply in certain cases, subject to the approval of the Supervisory Board in each case. The
Executive Board is authorised to disapply shareholders’ pre-emptive rights for cash capital increases if
the issue price of the new shares is not significantly lower than the stock exchange price and the total
number of shares issued while disapplying pre-emptive rights does not exceed 10 per cent of the share
capital. Furthermore, the Executive Board is authorised to disapply pre-emptive rights for new shares
with a proportionate interest in the share capital totalling up to €3.0 million in order to issue these new
shares to employees of the company or of companies affiliated with it, excluding the members of the
Executive Board and the management of affiliated companies. In addition, the Executive Board is au-
thorised to disapply pre-emptive rights if capital is increased in exchange for non-cash contributions
for the purpose of acquiring companies, parts of companies, interests in companies, or other assets.
Finally, the Executive Board is authorised to disapply shareholders’ pre-emptive rights for fractional
amounts. Full authorisation, particularly the conditions for disapplying shareholders’ pre-emptive rights,
derives from Article 4 (4) of the Articles of Association of Deutsche Börse AG.
The Executive Board is also authorised to increase the share capital by up to a total of €19.5 million on
one or more occasions in the period up to 26 May 2015, subject to the approval of the Supervisory
Board, by issuing new no-par value registered shares in exchange for cash contributions (authorised
capital III). The shareholders must be granted pre-emptive rights, which the Executive Board can disap-
ply only for fractional amounts with the approval of the Supervisory Board. The exact content of this
authorisation derives from Article 4 (5) of Deutsche Börse AG’s Articles of Association.
The Executive Board is further authorised to increase the share capital by up to a total of €6.0 million
on one or more occasions in the period up to 15 May 2017, subject to the approval of the Supervisory
Board, by issuing new no-par value registered shares in exchange for cash and/or non-cash contribu-
tions (authorised capital IV). Shareholders must be granted pre-emptive rights unless the Executive
Board makes use of the authorisation granted to it to disapply the shareholders’ pre-emptive rights with
the approval of the Supervisory Board. The Executive Board is authorised to disapply shareholders’ pre-
emptive rights for fractional amounts with the approval of the Supervisory Board. The Executive Board is
also authorised, subject to the approval of the Supervisory Board, to disapply shareholders’ pre-emptive
rights in order to issue up to 900,000 new shares per financial year from authorised capital IV to mem-
bers of the Executive Board and employees of the company as well as to members of the executive boards
or management and employees of its affiliated companies in accordance with sections 15 ff. of the AktG.
Full authorisation derives from Article 4 (6) of the Articles of Association of Deutsche Börse AG.
The Executive Board is authorised to acquire treasury shares amounting to up to 10 per cent of the share
capital. However, the acquired shares, together with any treasury shares acquired for other reasons that
are held by the company or allocated to it in accordance with sections 71a ff. of the AktG, may at no
time exceed 10 per cent of the company’s share capital. The authorisation to acquire treasury shares is
valid until 14 May 2015 and may be exercised by the company in full or in part on one or more occa-
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Deutsche Börse Group corporate report 2013
sions. However, it may also be exercised by dependent companies, by companies in which Deutsche
Börse AG holds a majority interest, or by third parties on its or their behalf. The Executive Board may
elect to acquire the shares (1) on the stock exchange, (2) via a public tender offer addressed to all
shareholders or via a public request for offers of sale addressed to the company’s shareholders, (3) by
issuing tender rights to shareholders, or (4) through the use of derivatives (put or call options or a combi-
nation of both). The full and exact wording of the authorisation to acquire treasury shares, and particularly
the permissible uses to which the shares may be put, can be found in items 5 and 6 of the agenda for
the Annual General Meeting on 15 May 2013.
The following material agreements of the company are subject to a change of control following a
takeover bid:
On 18 March 2013, Deutsche Börse AG and its subsidiary Clearstream Banking S.A. entered into a
multicurrency revolving facility agreement with a banking syndicate for a working capital credit totalling
up to €750 million. If there is a change of control, the credit relationship between Deutsche Börse AG
and the lenders can be reviewed in negotiations within a period of no more than 60 days. In this pro-
cess, each lender has the right, at its own discretion, to terminate its credit commitment and demand
partial or full repayment of the amounts owing to it. A change of control has occurred if Deutsche
Börse AG no longer directly or indirectly holds the majority of Clearstream Banking S.A. or if a person
or a group of persons acting in concert acquires more than 50 per cent of the voting shares of
Deutsche Börse AG.
As part of the acquisition of ISE, it was agreed that no person or group may directly or indirectly
acquire more than 40 per cent of the shares in ISE or acquire control over the voting rights attached
to more than 20 per cent of the shares in ISE without the prior approval of the US Securities and
Exchange Commission (SEC). Otherwise, as many ISE shares will be transferred to a trust as are
required to comply with the limits.
Under the terms of the 2013/2018 fixed-rate bonds amounting to €600.0 million issued by Deutsche
Börse AG and under the terms of the 2012/2022 fixed-rate bonds amounting to €600.0 million issued
by Deutsche Börse AG, cancellation rights apply in the case of a change of control. If they are exer-
cised, the bonds are repayable at par plus any accrued interest. A change of control has taken place
if a person or a group of persons acting in concert, or third parties acting on their behalf has or have
acquired more than 50 per cent of the shares of Deutsche Börse AG or the number of Deutsche
Börse AG shares required to exercise more than 50 per cent of the voting rights at Annual General
Meetings of Deutsche Börse AG. In addition, the relevant bond terms require that the change of con-
trol must adversely affect the rating given to one of the preferential unsecured debt instruments of
Deutsche Börse AG by Moody’s Investors Services, Inc., Standard & Poor’s Rating Services or Fitch
Ratings Limited. Further details can be found in the applicable bond terms.
A change of control also results in rights to require repayment of various bonds issued by Deutsche
Börse AG in 2008 under a US private placement. The change of control must also adversely affect
the rating given to one of the preferential unsecured debt instruments of Deutsche Börse AG by Fitch
Ratings Limited, Moody’s Investors Services, Inc., or Standard & Poor’s Rating Services. The provisions
contained in the applicable terms correspond to the conditions specified for the fixed-rate bonds currently
in issue. The bonds issued under the private placement are as follows: US$170.0 million due on
10 June 2015, US$220.0 million due on 10 June 2018, and US$70.0 million due on 10 June 2020.
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103
Under certain conditions, members of Deutsche Börse AG’s Executive Board have a special right of
termination in the event of a change of control. According to the agreements made with all Executive
Board members, a change of control has occurred if (1) a shareholder or third party discloses its own-
ership of more than 50 per cent of the voting rights in Deutsche Börse AG in accordance with sections
21 and 22 of the WpHG, (2) an intercompany agreement in accordance with section 291 of the AktG
is entered into with Deutsche Börse AG as a dependent company, or Deutsche Börse AG is absorbed in
accordance with section 319 of the AktG, or (3) Deutsche Börse AG is merged in accordance with sec-
tion 2 of the Umwandlungsgesetz (UmwG, German Reorganisation and Transformation Act).
The compensation agreements entered into with the members of the Executive Board in the event of a
takeover offer can be found in the
remuneration report. In addition to the above agreements, which
apply only if the change of control is the result of a takeover offer, further agreements apply. In the opin-
ion of Deutsche Börse AG, however, these are not material as defined by section 315 (4) of the HGB.
Report on economic position
Macroeconomic and sector-specific environment
The macroeconomic environment had and continues to have a significant impact on the overall econom-
ic environment and on trading activity on the markets. Key developments affecting the year under review
include:
The major central banks’ continuing low interest rate policy and the resulting provision of large
amounts of liquidity
High levels of government debt in certain European states
The budget dispute in the US, which led to a 16-day government shutdown in 2013
Low market volatility
Trading activity on selected European
cash markets
Contracts traded on selected
derivatives markets
Borsa Italiana1)
Euronext2) 3)
Bolsas y Mercados Españoles3)
London Stock Exchange1) 3)
Deutsche Börse Group – Xetra2)
2013
€bn
626.2
1,350.2
703.6
1,022.2
1,058.2
Change
vs. 2012
%
9
2
1
0
–1
1) Part of London Stock Exchange Group
2) Part of IntercontinentalExchange
3) Trading volume in electronic trading (single-counted)
Source: Exchanges listed
CME Group
National Stock Exchange of India
Limited
CBOE Holdings
IntercontinentalExchange
BM&F Bovespa
Deutsche Börse Group – Eurex
Source: Exchanges listed
2013
m contracts
3,160.0
2,135.6
1,187.6
2,788.8
1,604.1
2,191.2
Change
vs. 2012
%
9
6
5
0
– 2
– 4
104
Deutsche Börse Group corporate report 2013
Following a 1.6 per cent increase in real GDP in the OECD countries in 2012, current estimates reveal a
rise of just 1.2 per cent in 2013. Estimates published by the International Monetary Fund (IMF) suggest
that the global economy grew by 3.0 per cent in 2013 (2012: increase in real terms of 3.1 per cent).
Based on initial estimates, growth in German gross domestic product rose more slowly in 2013 than
in previous years, due to slower global economic growth and the stagnation of world trade at prior-year
levels. IMF’s January 2014 estimates put growth in German economic output at 0.5 per cent in 2013
(2012: increase in real terms of 0.9 per cent).
As in the preceding two years, economic performance in the year under review was mixed across Europe:
it was stable in France, Austria and Belgium, while according to European Commission estimates Greece,
Italy, Spain and Portugal, among other countries, continued to be in recession. With the strained eco-
nomic situation continuing, the European Central Bank (ECB) cut its key interest rate in two steps from
0.75 per cent to the historically low level of 0.25 per cent.
The OECD is forecasting a real-term increase in US economic output of 1.7 per cent in 2013 – despite
the continuing budget consolidation and the government shutdown. Market uncertainty is continuing
due to the financial policy difficulties, the persistently high unemployment rate and resulting lower levels
of consumer spending. The Federal Reserve kept the federal funds rate within the target range of zero to
0.25 per cent that it had set in December 2008, despite indications in the interim that an interest rate
hike was being planned.
The high levels of government debt in individual European states, resulting in slower growth compared
with other economies such as the United States or the UK, are continuing to fuel uncertainty on the
financial markets. These factors led to a lower level of trading in the cash and derivatives markets in
financial year 2013, affecting especially equity index products in the derivatives business.
According to the Bank for International Settlements (BIS), global issuance of international bonds de-
clined by 28 per cent year-on-year in the first nine months of 2013. In spite of the decline in new issu-
ance, the average volume of international bonds held in custody by Clearstream increased year-on-year.
The aggregate principal amount of securities held in custody by Clearstream amounted to €12 trillion at
the end of 2013.
Business development
Like its predecessors, 2013 was not an easy year for the players on the financial markets in Europe
and North America, as well as for the organisers of these markets – the exchanges. Five years after the
financial crisis, investor confidence in the capital markets has still not been fully restored. Several factors
had a significant impact on business development at the Group:
The continuing uncertainty about future global economic developments – especially in the euro zone –
put a damper on the trading activities of market participants. In times of acute crisis, banks value the
reliability of exchanges as trading places that guarantee security and integrity. If, however, the uncer-
tainty persists beyond the short term, as is currently the case, this has a paralysing effect on the mar-
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Report on economic position
105
ket participants. In addition, the lack of confidence in the stable long-term development of the euro
zone prompted investors to withdraw capital from Europe and either invest it back in their respective
home markets, for example in the USA, or in growth markets such as Asia or South America.
A lack of clarity surrounding the legal requirements resulting from increasing regulation of the financial
markets has led to caution among some market participants. For example, stricter capital requirements
are prompting banks and other market participants to scale back their trading activities. On the other
hand, this gives Deutsche Börse Group an opportunity to score points with its liquidity management
services, which allow banks to deploy their capital as efficiently as possible.
The low interest rate policy pursued by central banks in response to the state of the economy led to
another reduction in net interest income from banking business generated in the Clearstream segment.
On the other hand, interest rate derivatives trading on Eurex benefited from greater interest rate volatili-
ty, especially at the beginning of the year, when long-term yields on German government bonds rose
suddenly. Other factors included the ECB’s liquidity programmes, such as the long-term refinancing
operations initiated in December 2011 and February 2012. These operations are designed to provide
long-term liquidity to the capital markets on favourable terms. This led to a deterioration in the market
environment for the liquidity management services offered to market participants by the Clearstream
segment.
Despite this challenging market environment, the revenue generated by Deutsche Börse Group in finan-
cial year 2013 was almost stable. Net revenue decreased by 1 per cent to €1,912.3 million in 2013
(2012: €1,932.3 million), driven primarily by the decline in net interest income.
Deutsche Börse AG again increased its investments in strategic projects to implement the three strategic
directions communicated in 2012 (see the
Therefore, in the year under review, operating costs, adjusted for non-recurring costs, increased by 5 per
cent year-on-year to €967.6 million (2012: €922.4 million).
“Goals and strategy of Deutsche Börse Group” section).
Changes in segment reporting
The new Market Data + Services (MD+S) reporting segment comprises the former Market Data & Ana-
lytics segment as well as selected services that were reported previously in the Eurex, Xetra and Clear-
stream segments. These include, among others, trading participant connectivity, IT services for external
customers and cooperation with partner exchanges that use IT systems provided by Deutsche Börse
Group. The net revenue generated by Eurex Bonds is no longer attributed to Eurex, but to the Xetra seg-
ment.
Moreover, since 1 January 2013, the Group’s net revenue item includes not only revenue generated
with external customers but also intragroup revenue, such as fees for DAX® licences that the Eurex seg-
ment provides to the MD+S segment. The MD+S segment reports these fees as revenue, while the Eu-
rex segment recognises them as volume-related costs. At Group level, there is no effect on consolidated
net revenue. The effects resulting from this change are reflected in the respective segment chapters.
The prior-year figures have been adjusted accordingly in the 2013 segment reporting.
106
Deutsche Börse Group corporate report 2013
Results of operations
Deutsche Börse Group’s net revenue declined slightly by 1 per cent in financial year 2013 to €1,912.3 mil-
lion (2012: €1,932.3 million). Net revenue is composed of sales revenue plus net interest income from
banking business and other operating income, less volume-related costs. The year under review was
dominated by continuing weak interest levels and low market volatility. Furthermore, uncertainty persists
about the reform projects in the financial industry and their far-reaching impact on market participants.
The central banks’ low interest rate policy again weighed on net interest income from banking business –
a key contributing factor to the slight decline in net revenue. The combined effect of the various factors
was a reduction in derivatives trading volumes, especially in European derivatives trading, whereas the
cash market stabilised at the previous year’s level. Thanks to its post-trade services, Deutsche Börse
achieved solid growth in the key business areas, and also generated higher revenue in some product
groups in the technology and market data business.
In the derivatives market, the contract volumes for European futures and options were down 7 per cent,
while the volume of US options traded on the International Securities Exchange (ISE) was up slightly
(+1 per cent). The decline in total contract volumes on the Group’s derivatives markets resulted in a
3 per cent drop in net revenue in the Eurex segment.
The cash market trading volume on Xetra® contracted slightly by 1 per cent, while the segment’s net
revenue rose by 5 per cent. The reasons for these opposing trends are firstly the consolidation of Börse
Frankfurt Zertifikate AG since 1 July 2013 and secondly the year-on-year rise in index levels. These
had a positive effect on the revenue generated because of the pricing model, which is based on the
transaction value.
Net revenue by segment1)
EBIT by segment1)
€ millions
€ millions
1,932.3
1,912.3
370.4
366.0
Market Data + Services
969.4
182.3
738.8
649.9
653.9
Clearstream
314.6
174.9
Market Data + Services
144.5
151.7
Xetra
767.5
740.7
Eurex
60.1
412.4
150.8
Clearstream
60.5
Xetra
352.6
Eurex
2012
2013
2012
2013
1) 2012 amounts restated to refl ect new segment structure
1) 2012 amounts restated to refl ect new segment structure
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Report on economic position
107
The post-trade services provided by the Clearstream segment expanded in the year under review: Clear-
stream recorded both increased business volumes and higher net revenue in its three main business ar-
eas – custody, settlement and global securities financing. This more than offset the decline in net interest
income from banking business, which fell by 31 per cent in the year under review due to persistently
low interest rates, even though average customer cash deposits rose at Clearstream. In total, net revenue
in the Clearstream segment increased by 1 per cent year-on-year.
The Market Data + Services segment’s net revenue was down 1 per cent on the previous year. While
the trading signals, indices and connectivity business areas performed well, net revenue generated with
technology solutions declined.
“2013 efficieny programme” section for further details), and an amount of €129.0 million
The company’s operating costs increased by 23 per cent year-on-year to €1,182.8 million (2012:
€958.6 million). However, they included non-recurring items of €215.2 million in total (2012:
€36.2 million). They are composed of costs of €86.2 million, primarily for efficiency programmes
(see the
in the Clearstream segment to settle proceedings brought by the US Office of Foreign Assets Control
(OFAC) (see the
was attributable to the settlement payment and €17.8 million mainly to legal costs. OFAC informed
Clearstream on 23 January 2014 that the settlement had been signed by OFAC and had thus become
effective. Adjusted for these non-recurring factors, costs increased by 5 per cent to €967.6 million
(2012: €922.4 million). The following factors were the key drivers for the year-on-year increase in costs
of €45.2 million:
risk report for further details). Of this amount, €111.2 million (US$151.9 million)
In 2012, the Executive Board had resolved to increase investments in growth projects and infra-
structure in the year under review to support the Group’s strategic objectives. The money was used in
particular for Eurex’s and Clearstream’s growth initiatives in the area of risk and collateral management.
The cost increases affect the following items in roughly equal parts: 1) staff costs due to the recruit-
ment of additional employees in growth areas, 2) increased depreciation and amortisation expenses on
successfully implemented systems (for example T7) and 3) the impact of granting customer incentives
for the new OTC clearing offering of Eurex.
Staff costs, a key factor in operating costs, rose to €476.0 million in 2013 (2012: €414.2 million).
Adjusted for the effects of efficiency programmes amounting to €62.6 million (2012: €–14.4 million),
staff costs rose by only 3 per cent year-on-year to €413.4 million (2012: €399.8 million). This slight
Deutsche Börse Group key performance figures
Overview of operating costs
2013
€m
2012
€m
Change
%
Net revenue
1,912.3
1,932.3
Operating costs
1,182.8
EBIT
738.8
958.6
969.4
Consolidated net
income
Earnings per share
(basic) in €
478.4
645.0
2.60
3.44
– 1
23
– 24
– 26
– 24
Staff costs
Depreciation,
amortisation and
impairment losses
Other operating
expenses
Total
2013
€m
2012
€m
476.0
414.2
Change
%
15
118.8
105.0
588.0
439.4
1,182.8
958.6
13
34
23
108
Deutsche Börse Group corporate report 2013
increase is largely due to the higher average number of people employed in the year under review and was
partially offset by a drop in variable remuneration compared with the previous year. Further details of the
note 39 to the consolidated financial statements.
share-based payment arrangements are provided in
Depreciation, amortisation and impairment losses increased by 13 per cent to €118.8 million in the
year under review (2012: €105.0 million). This was primarily driven by higher investments in intangible
assets and property, plant and equipment in connection with the Group’s growth initiatives and infra-
structure measures.
Other operating expenses relate primarily to the costs of enhancing and operating Deutsche Börse
Group’s technological infrastructure, including, for example, costs for IT services providers and data pro-
cessing. In addition, other operating expenses include the cost of the office infrastructure at all the
Group’s locations as well as travel expenses, most of which are incurred in connection with sales activi-
ties. Because of the Group’s business model and the fact that the company does not normally distribute
its products and services to end customers, advertising and marketing costs only account for a very
small portion of the company’s operating expenses. Other operating expenses rose to €588.0 million in
the year under review (2012: €439.4 million), driven primarily by Clearstream’s settlement with OFAC.
The result from Deutsche Börse Group’s equity investments amounted to €9.3 million (2012: €–4.3 mil-
lion). It was generated primarily by European Energy Exchange AG, Direct Edge Holdings, LLC and
Scoach Holding S.A. However, the latter only contributed to the result from equity investments in the first
half of the year, because the joint venture with the Swiss Exchange SIX was terminated with effect from
30 June 2013. Scoach Europe AG, a subsidiary to Scoach Holding S.A. changed its name to Börse Zer-
tifikate Frankfurt AG and has been consolidated since Q2/2013. The result from equity investments also
includes non-recurring income of €2.0 million in connection with this.
Operating costs increased primarily because of the higher investments in growth and infrastructure projects
as well as the special factors described above. Whereas net revenue declined slightly, Deutsche Börse
Group’s earnings before interest and tax (EBIT) therefore decreased by 24 per cent in the year under review
to €738.8 million (2012: €969.4 million). Adjusted for the special factors mentioned above, the Group’s
EBIT amounted to €954.0 million, a 5 per cent decrease year-on-year (2012: €1,005.6 million).
Key figures by quarter
Net revenue
Operating costs
EBIT
Q1
Q2
Q3
Q4
2013
2012
2013
2012
2013
2012
2013
2012
€m
€m
€m
€m
€m
€m
€m
€m
484.3
506.9
497.1
506.7
457.9
471.0
473.0
447.7
295.3
248.6
243.8
228.9
359.1
227.4
284.6
253.7
192.0
260.0
256.3
278.8
101.0
245.4
189.5
185.2
Consolidated net income for the period
121.2
146.2
171.0
186.2
61.6
159.9
124.6
152.7
Earnings per share (basic) (€)
0.66
0.77
0.93
0.99
0.33
0.86
0.68
0.82
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Report on economic position
109
The Group’s financial result for the year under review was €–70.7 million (2012: €–132.7 million). The
improvement mainly resulted from the refinancing of the Group’s long-term financial liabilities, which
was completed in the second quarter of 2013, as well as special factors in 2012. In March 2013,
Deutsche Börse AG successfully placed a corporate bond with a volume of €600 million on the market.
The individual bonds have a maturity of five years and an annual coupon of 1.125 per cent. In combi-
nation with the bonds issued in October 2012, this allowed Deutsche Börse to refinance its outstand-
ing non-current liabilities maturing in 2013 on extremely favourable terms. In 2012, the financial
result included special factors: 1) due to Deutsche Börse AG’s agreement with SIX Group AG to
acquire all the shares in Eurex Zürich AG, 2) due to the placement of a corporate bond with a
volume of €600 million and 3) due to the repurchase of outstanding euro-denominated bonds in
the fourth quarter of 2012. Adjusted for these factors, the net financial result in 2012 amounted
to €–92.9 million.
The effective Group tax rate was 26 per cent in 2013 (2012: 26 per cent). It is calculated after the
adjustment for the initial recognition of deferred taxes for tax loss carryforwards of a Group company.
Driven by the decline in EBIT, Deutsche Börse Group also recorded a 26 per cent decrease in consolidated
net income for the period compared to 2012 to €478.4 million (2012: €645.0 million). Excluding the spe-
cial factors described above, consolidated net income was down 4 per cent year-on-year to €636.8 million
(2012: €660.9 million).
Non-controlling interests in net income for the period amounted to €16.8 million (2012: €24.8 million).
While non-controlling shareholders of STOXX Ltd. received €17.1 million (2012: €24.6 million), other non-
controlling shareholders shared in losses incurred in the amount of approximately €0.3 million.
Basic earnings per share, based on the weighted average of 184.1 million shares, amounted to €2.60
(2012: €3.44 for an average of 187.4 million shares outstanding). Adjusted for the special factors described
above, basic earnings per share declined by 2 per cent to €3.46 (2012: €3.53).
2013 efficiency programme
To increase operational efficiency in its core business (excluding growth and infrastructure initiatives),
Deutsche Börse Group launched an efficiency programme in February 2013, under which the company
will implement additional staff and non-personnel cost savings of €70 million per annum from 2016
EBIT and net profitability by segment
Eurex
Xetra
Clearstream
Market Data + Services
Total
1) Based on net revenue
2) 2012 amounts restated to reflect new segment structure
2013
20122)
EBIT
€m
EBIT margin1)
%
352.6
60.5
150.8
174.9
738.8
48
40
23
48
39
EBIT
€m
412.4
60.1
314.6
182.3
969.4
EBIT margin1)
%
54
42
48
49
50
110
Deutsche Börse Group corporate report 2013
onwards. Around 30 per cent of the planned savings were already realised in 2013 and another 30 per
cent will be achieved in 2014. The cornerstones of this programme were adjusted in the course of the
year. The planned staff and non-personnel cost savings are divided into staff savings of €25 million and
nonpersonnel cost savings of €45 million. The target personnel cost savings result from a reduction in
staff of 120 employees (originally 200 employees) as well as 50 executives. The efficiency measures are
aimed at offsetting the expected effects of inflation on the operating cost base in the coming years. The
company is expecting to incur implementation costs of about €110 million to achieve the efficiency im-
provements. Special factors relating to efficiency measures amounted to €81.6 million in 2013. The
measures will thus ensure the necessary flexibility to continue the growth and infrastructure investments,
which will allow the company to exploit opportunities offered by structural and regulatory changes in the
financial markets, and to leverage the potential offered by markets such as Asia.
Comparison of results of operations with the forecast for 2013
For 2013, Deutsche Börse Group had forecast net revenue of approximately €1.8 billion to €2.0 billion, a
moderate increase in operating costs and adjusted EBIT of approximately €0.8 billion to €1.0 billion. This
forecast was based on different scenarios about developments on the Group’s cash and derivatives mar-
kets, depending on whether the capital market environment improved and the extent to which investors
and market participants regained their confidence.
The conditions described in the
“Results of operations” section above mainly reflected the assumptions
underlying the forecast that the capital market environment and investor confidence would remain largely
unchanged. In line with this, the net revenue generated by Deutsche Börse Group was slightly down on
the previous year, but in the middle of the forecast range.
Adjusted for special items (primarily from efficiency programmes and the settlement with OFAC), the
Group’s operating costs rose by 5 per cent in financial year 2013 to €967.6 million, driven mainly by in-
creased investments in growth and infrastructure projects. This is in line with the Group’s forecast, which
had predicted a moderate increase in operating costs.
EBIT and net profit for the year, both adjusted for special factors, are at the upper end of the forecast
range. Moreover, since the successful refinancing of the Group’s long-term financial liabilities led to a sig-
nificant reduction in interest expense, the Group achieved an interest coverage ratio of 20.1, significantly
above the minimum target of 16.
In addition, Deutsche Börse aims to achieve a ratio of interest-bearing gross debt to EBITDA of no more
than 1.5 at Group level. In 2013, the Group had expected the ratio to slightly exceed this figure. Due to
the positive change in exchange rates and the better-than-expected business performance in the fourth
quarter of 2013, this target was also met, with the ratio being 1.5.
Comparison of results of operations with the forecast for 2013
Net revenue
Operating costs
EBIT
Net profit for the year
Gross debt / EBITDA
Forecast
€m
Result 2013
€m
1,800 – 2,000
1,912.3
960
800 – 1,000
500 – 700
>1.5
967.6
954.0
636.8
1.5
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Report on economic position
111
Segment key figures (adjusted)
Eurex
Xetra
Clearstream
Market Data + Services
2013
€m
740.7
370.0
375.8
2012
€m
767.5
334.8
428.0
2013
€m
2012
€m
151.7
144.5
87.1
68.6
84.1
65.3
2013
€m
653.9
335.0
319.1
2012
€m
649.9
325.8
323.6
2013
€m
366.0
175.5
190.5
2012
€m
370.4
177.5
188.7
Net revenue
Operating costs
EBIT
Eurex segment
The performance of the Eurex derivatives segment largely depends on the trading activities of institution-
al investors and proprietary trading by professional market participants. The segment’s revenue is there-
fore generated primarily from the combined transaction fees that Eurex charges for trading and clearing
derivatives contracts.
European derivatives are the main revenue drivers: equity index derivatives generated 44 per cent of net
revenue, interest rate derivatives contributed 25 per cent and equity derivatives 5 per cent. US options
traded on the International Securities Exchange (ISE) accounted for 12 per cent of net revenue. The
“other” item (14 per cent) includes revenue from Eurex Repo.
In total, 2,191.2 million contracts were traded on Deutsche Börse Group’s derivatives exchanges (Eurex
and ISE) in 2013, a year-on-year decline of 4 per cent (2012: 2,292.0 million). This is equivalent to a
daily average of around 8.8 million contracts (2012: 9.0 million). Eurex generated a trading volume of
1,552.4 million contracts for European futures and options, down 6 per cent on the previous year
(2012: 1,660.2 million). The volume of US options traded on ISE expanded by 1 per cent to
638.8 million contracts (2012: 631.8 million). The segment’s net revenue decreased by 3 per cent
to €740.7 million (2012: €767.5 million). Operating costs rose by 12 per cent, they include special
factors – mainly relating to efficiency programmes – in the amount of €23.2 million. Eurex generated
EBIT of €352.6 million (2012: €412.4 million).
The market environment in 2013 was largely dominated by the central banks’ persistent low interest
rate policy, the high levels of government debt in certain European states as well as a rise in share prices
and index levels combined with low market volatility. The budget dispute in the United States, which led
to a temporary government shutdown, gave rise to uncertainty in the autumn. In addition, there were
far-reaching regulatory reform projects in the financial services industry that could result in structural
costs for market participants and require adjustments to their business models in some cases. A trend
towards positive economic signals on the equity markets, which point to confidence in the real economy,
and the available liquidity resulting from the low interest rate policies only boosted investments in de-
rivatives to a limited extent. Overall, trading on Deutsche Börse Group’s derivatives exchanges declined
year-on-year.
European index derivatives remained the product group with the highest trading volume. Trading of
these derivatives, however, decreased by 16 per cent year-on-year to 649.7 million contracts (2012:
770.4 million). This sharp decline is due to lower volatility compared to the previous year and the cau-
tion still being exercised by investors because of the uncertainty regarding the future development of the
euro zone economy as a whole. By far the most commonly traded products were contracts on the EURO
112
Deutsche Börse Group corporate report 2013
STOXX 50® index (268.5 million futures and 225.1 million options). Eurex generated net revenue of
€325.3 million from trading in European equity index derivatives – a decline of 13 per cent compared
to the previous year (2012: €374.6 million).
The volume of equity derivatives contracts (single-stock options and futures) traded in the year under
review dropped by 7 per cent to 384.6 million (2012: 413.1 million). Net revenue from equity deriva-
tives decreased slightly to €40.2 million (2012: €40.3 million).
The volume of interest rate derivatives traded in the year under review rose by 8 per cent to 509.6 mil-
lion (2012: €470.4 million). Among other things, this growth is attributable to changes in market par-
ticipants’ expectations with regard to central bank interest rate policies around the world in the first few
months of the year under review. In addition, alternatives to German government bonds, such as futures
on Italian government bonds and on French government bonds, which were launched in 2012, contin-
ued to perform well. Net revenue from trading and clearing interest rate derivatives rose by 8 per cent
to €183.9 million (2012: €170.9 million).
On ISE, market participants traded 638.8 million contracts in the year under review (2012: 631.8 mil-
lion). In a highly competitive market environment, ISE’s market share of US equity options stabilised at
17.0 per cent (2012: 17.0 per cent). In August 2013, ISE successfully launched ISE Gemini, its second
marketplace for US options, which gives investors more flexible execution options and pricing models.
32.1 million contracts have been traded using ISE Gemini since it was introduced. ISE’s net revenue
with US options was down 3 per cent to €91.5 million (2012: €94.0 million).
The average outstanding volume on Eurex Repo, the marketplace for the collateralised money market in
Swiss francs and euros as well as for the GC Pooling® (General Collateral) offering, was €222.7 billion
in 2013 (2012: €234.7 billion, single-counted for both periods). On the euro market, the volume rose
slightly to €36.5 billion (2012: €36.1 billion; single-counted for both periods). The Swiss franc market,
Net revenue in the Eurex segment
Eurex segment: key figures
€ millions
2013
2012
Change
Financial key figures
€m
€m
767.5
87.7
94.0
40.3
170.9
374.6
740.7
99.8
Other
91.5
US options
Net revenue
Operating costs
EBIT
40.2
European equity derivatives
Contract volumes
740.7
767.5
393.2
350.4
352.6
412.4
–15
m
contracts
m
contracts
183.9
European interest rate
derivatives
Equity index derivatives1)
649.7
770.4
Equity derivatives1)
384.6
413.1
Interest rate derivatives
509.6
470.4
Total European derivatives
(Eurex)2)
1,552.4
1,660.2
US options (ISE)
638.8
631.8
325.3
European index derivatives
Total Eurex and ISE2)
2,191.2
2,292.0
%
–3
12
%
– 16
– 7
+8
– 6
+ 1
– 4
2012
2013
1) Dividend derivatives have been allocated to the equity index and equity
derivatives.
2) The total shown does not equal the sum of the individual figures as it in-
cludes other traded derivatives such as ETF, volatility, agricultural, precious
metals and emission derivatives.
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by contrast, was negatively impacted by the interest rate policy measures taken by the Swiss National
Bank (SNB) in order to weaken the franc as well as by its decision to stop issuing its own money market
instruments (SNB bills). It recorded a 39 per cent decline to €32.3 billion (2012: €53.2 billion).
GC Pooling, the collateralised money market that Eurex Repo operates jointly with Eurex Clearing and
Clearstream, performed well. The average outstanding volume on this market increased by 6 per cent
to a new record level of €153.8 billion in 2013 (2012: €145.4 billion; single-counted for both years).
Besides derivatives trading, Eurex also operates Eurex Clearing, Europe’s leading clearing house. On
13 November 2012, Eurex Clearing launched EurexOTC Clear, the new clearing offering for over-the-
counter (OTC) interest rate swaps. By offering a fully integrated range of clearing and collateralisation
services for OTC and exchange-traded derivatives under the roof of a single clearing house operating
within a single legal framework, Eurex Clearing is anticipating the clearing obligation for OTC-traded
financial instruments that will result from of the implementation of the European Market Infrastructure
Regulation (EMIR). The regulatory obligation for central clearing of OTC derivatives in Europe is not
expected to be introduced before the fourth quarter of 2014. At the end of 2013, EurexOTC Clear had
already registered 32 clearing participants and over 120 institutional investors. In June 2013, Eurex
Clearing launched the Prisma risk management system. Prisma applies a portfolio methodology for
calculating the collateral to be deposited (margining) that differs from the typical product-by-product
approach by focusing on participants’ entire portfolios and thus allowing them to achieve capital effi-
ciencies. All products cleared by Eurex Clearing are being gradually transferred to the new system.
The product portfolio was further expanded in the year under review to offer market participants as many
different alternatives as possible for implementing their trading strategies. Eurex had already responded
to market developments in the past by launching new derivatives in the form of products on French and
Italian government bonds. In 2013, Eurex expanded the offering by adding a medium-term interest rate
future as well as options on long-term French government bond futures. Eurex also continued to diversify
the range of index derivatives: the additions included contracts on regional indices for developed markets
and country indices for emerging markets. The indices are calculated as underlyings by the index pro-
vider MSCI.
When launching new products, Eurex not only relies on in-house development, but also works with
partner exchanges. The best example is the successful cooperation with the Korean exchange KRX for
a product on Korea’s benchmark KOSPI index. The trading volume in this product increased again, by
around 32 per cent, in the year under review (adjusted for the minimum contract size imposed by the
Korean exchange regulator in June 2012). Following this example, Eurex entered into a cooperation
agreement with TAIFEX, the Taiwan Futures Exchange. The Eurex/TAIFEX link is expected to go live in
May 2014. TAIEX index derivatives, which are among Asia’s most widely traded equity index contracts,
will then be available for trading by Eurex participants. Eurex also entered into partnerships with the
Vienna Stock Exchange and the Tel Aviv Stock Exchange. The declared aim is likewise to enable Eurex
market participants to trade derivatives on Austrian and Israeli indices in future.
Eurex completed the migration of tradeable contracts to the new T7 trading system in June. The system
is based on Deutsche Börse Group’s global trading infrastructure, which had already been successfully
introduced at ISE. Market participants now benefit from considerably improved performance and func-
tions without losing any of the high system stability and availability to which they are accustomed. T7
provides greater flexibility, thus cutting the time to market for new products and functions. Moreover,
T7 has been adapted to the derivatives market of the Bombay Stock Exchange (BSE), where it was
successfully rolled out in November 2013.
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Deutsche Börse Group corporate report 2013
Xetra segment
The Xetra segment generates most of its net revenue from trading and clearing cash market securities.
Net revenue in the Xetra segment rose by 5 per cent to €151.7 million (2012: €144.5 million). The
primary sales driver, accounting for 61 per cent, was net revenue from trading. The low interest rate
environment and the relatively good results of operations at German companies had a positive effect
on share trading. In contrast, continued uncertainty about the future of the euro zone and the reform
projects in the financial services industry and their effects on market participants had a negative impact.
As from the third quarter of 2013, net segment revenue also includes income from structured products
trading, following the termination of the Scoach cooperation as at the end of 30 June 2013. The con-
solidation of Börse Frankfurt Zertifikate AG led, among other things, to an increase in net revenue in the
Xetra segment. The central counterparty (CCP) for equities operated by Eurex Clearing AG contributed
19 per cent to the segment’s net revenue; the net revenue of the CCP is determined to a significant ex-
tent by trading activities on Xetra. The “other” item (20 per cent of net revenue in total) comprises listing
fees and, since 1 January 2013, the net revenue generated by Eurex Bonds. Listing fees predominantly
come from existing company listings and admissions to trading.
Operating costs in the Xetra segment rose by 7 per cent; they include special factors of €8.1 million,
mainly relating to efficiency programmes. Therefore, EBIT only increased slightly to €60.5 million
(2012: €60.1 million).
In the 2013 financial year, securities with a total volume of €1.16 trillion were traded on Deutsche
Börse Group’s cash markets (2012: €1.16 trillion). They include shares and bonds from German and
international issuers, exchange-traded funds (ETFs) and exchange-traded commodities (ETCs) as well
Net revenue in the Xetra segment
Xetra segment: key figures
€ millions
151.7
31.0
Other 1)
144.5
24.6
29.4
28.0
Central counterparty
for equities
2013
2012
Change
Financial key figures
€m
€m
Net revenue
Operating costs
EBIT
151.7
144.5
95.2
60.5
89.3
60.1
Cash market: trading
volume (single-counted)
Xetra
Frankfurt Stock
Exchange1)
Tradegate
€bn
€bn
1,058.2
1,069.9
46.0
45.3
41.4
33.9
%
5
7
1
%
–1
11
34
90.5
92.7
Trading 2)
1) Formerly Xetra Frankfurt Specialist Trading; since Q3/2013 including certifi-
cates and warrants (€7.4 billion in the second half of the year) as a result of
the termination of the Scoach cooperation.
2012
2013
1) Incl. revenue from listing and Eurex Bonds
2) The position “Trading“ includes the Xetra® electronic trading system,
Börse Frankfurt (formerly Xetra Frankfurt Specialist Trading) as well as
structured products trading.
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115
as units in actively managed retail funds and structured products. The key players on Deutsche Börse’s
platforms are institutional investors and professional market participants.
While institutional investors primarily trade on Xetra, the electronic trading platform, private investors
make greater use of the Frankfurt Stock Exchange and Tradegate Exchange. The trading model of the
Frankfurt Stock Exchange combines the strengths of Xetra trading – extremely fast order execution, trad-
ing throughout Europe and high liquidity – with the benefits of floor trading, human know-how, during
trading hours stretching from 8 a.m. to 8 p.m. The long trading hours and special order types offered
by the Berlin-based Tradegate Exchange is tailored to meet the needs of private investors.
Xetra, the electronic trading platform, is by far the biggest revenue generator. Its trading volume (meas-
ured in terms of order book turnover, single-counted) was largely stable in the year under review at
€1,058.2 billion (2012: 1,069.9 billion). The number of transactions declined by 2 per cent year-on-
year to 191.2 million (2012: 194.7 million). The average value per Xetra transaction was unchanged
at €11.0 thousand. The volume (single-counted) traded on the Frankfurt Stock Exchange was €46.0 bil-
lion (2012: €41.4 billion), of which €7.4 billion was attributable to structured products, which have
been assigned to the Frankfurt Stock Exchange since the second half of 2013. The trading volume
generated by Tradegate Exchange increased by 34 per cent to €45.3 billion (2012: €33.9 billion).
The total volume traded on Eurex Bonds, the international electronic platform for interbank bond trading,
declined slightly in 2013 in a generally difficult market environment. The trading volume in 2013 edged
down 3 per cent to €116.6 billion (2012: €119.7 billion; single-counted for both periods).
Deutsche Börse has operated Europe’s leading marketplace for ETFs since 2000. ETFs combine the
flexibility of individual equities with the risk diversification of a fund. They represent entire markets or
sectors in a single product, are traded via stock exchanges as efficiently and with the same liquidity as
equities, and can be bought at low transaction costs without load fees. Deutsche Börse offers investors
the largest selection of ETFs of all European exchanges: as at 31 December 2013, 1,037 ETFs were
listed (2012: 1,010 ETFs). Trading volumes went down by 11 per cent to €114.7 billion (2012:
€128.5 billion). The most heavily traded ETFs continue to be based on the European STOXX equity
indices and on the DAX index.
Besides the marketplace for ETFs, Deutsche Börse also operates a segment for exchange-traded com-
modities (ETCs). ETCs reflect the performance of single commodities or entire commodity sectors, such
as energy, agricultural commodities, or precious metals. Xetra-Gold®, a bearer bond issued by Deutsche
Börse Commodities GmbH and backed by physical gold, is the most successful ETC product. In the year
under review, investor selling triggered by the falling gold price led for the first time to a decline in the
volume held: as at 31 December 2013, Deutsche Börse Group held 45.5 tonnes of gold in custody
(2012: 53.8 tonnes). Given a gold price of €28.07 per gram (closing price on 31 December 2013),
the value of the gold was equivalent to €1.3 billion (2012: €2.2 billion).
In the listing business, Deutsche Börse AG recorded 10 new admissions in the year under review. Seven
of these were initial public offerings (IPOs), all in the Prime Standard. The total placement volume in
2013 stood at around €6 billion. The year’s largest IPO was that of Evonik Industries AG, which took
place in April 2013 and had a volume of around €2.2 billion. Likewise, companies that were already
116
Deutsche Börse Group corporate report 2013
listed made use of the option of raising around €9.5 billion of capital through capital increases in 2013.
The option of issuing bonds in the Entry Standard, introduced in 2011, was a significant success in 2013:
28 companies (including three transfers) used the Entry Standard to raise debt capital. The issue volume
as given in the prospectuses amounted to a total of €1.275 billion. The issue volume as given in the
prospectuses for the eight companies (including four transfers) that opted for the new Prime Standard
segment for corporate bonds launched in 2012 amounted to €2.5 billion. The Prime Standard for corpo-
rate bonds is aimed at larger listed and unlisted companies.
Xetra continued to develop its trading technology in 2013. Ongoing investments in the performance
of the trading system ensure that trading is reliable, fair and orderly, even during times of extreme
demand. With the new version of the trading system (Release 14.0), Xetra has upgraded the system
so it can meet the requirements of the Hochfrequenzhandelsgesetz (German High Frequency Trad-
ing Act). In addition, Xetra has created new interfaces to enable customers to improve their risk
management. The Xetra network has expanded into East Asia: the first participant in Hong Kong
was connected in August. In total, the Xetra network comprised 224 trading participants with
around 3,900 traders in 18 countries at the end of 2013. Moreover, in the year under review, the
Frankfurt Stock Exchange introduced a quality guarantee for the most frequently traded equities and
ETFs. For volumes up to €7,500, investors can buy or sell these products at prices equivalent to
(or better than) those on the reference market concerned. Following the termination of the Scoach
cooperation, all structured products (certificates and warrants) are also traded under the Frankfurt
Stock Exchange brand. This means investors can trade a total of over one million securities on the
Frankfurt Stock Exchange.
Clearstream segment
Clearstream provides the post-trade infrastructure for bonds, equities and investment funds. In addition,
Clearstream offers custody services for securities from 53 markets worldwide. The custody business
was the key contributor to Clearstream’s net revenue, generating 52 per cent. Net revenue in this busi-
ness is mainly driven by the value of securities under custody, which determines the deposit fees. The
settlement business accounted for 17 per cent of Clearstream’s net revenue. It depends heavily on
the number of settlement transactions processed by Clearstream, both via stock exchanges and over-
the-counter (OTC). The Global Securities Financing (GSF) business, which includes triparty repo, GC
Pooling, securities lending and a wide range of collateral management services, contributed 9 per cent
to the segment’s net revenue. Clearstream also provides the post-trade infrastructure for investment
funds. Net interest income from Clearstream’s banking business contributed 5 per cent to Clear-
stream’s net revenue. Other business activities including reporting services or order routing via
Vestima® accounted for a 17 per cent share of total net revenue.
Clearstream’s net revenue increased to €653.9 million in the year under review (2012: €649.9 million).
Increases were recorded in all business areas, although net interest income from banking business was
down significantly on the prior-year figure. Operating costs rose to €503.3 million (2012: €334.8 mil-
lion); this includes special factors such as the settlement payment made in the context of the OFAC
investigation and costs for efficiency programmes totalling €168.3 million. As a result, EBIT declined
to €150.8 million (2012: €314.6 million).
In the custody business, the average equivalent value of securities under custody in 2013 increased to
a new record level of €11.6 trillion (2012: €11.1 trillion). This was due to client wins and the growth
in value of existing customer portfolios, in particular, this was due to the custody volume of the German
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Financial statements Notes
Report on economic position
117
domestic market which is mainly determined by the market price of the shares, funds and structured
products traded on the German cash market. The value of securities under custody rose to €5.5 trillion
(2012: €5.1 trillion). In the international custody business, the average value of securities under custo-
dy is mainly driven by the amount of outstanding bonds and increased slightly to €6.1 trillion (2012:
€6.0 trillion). In the custody business, net revenue was up by 2 per cent to €341.4 million in 2013
(2012: €334.5 million).
UBS became an important new customer for Clearstream in 2013. The bank appointed Clearstream as
its primary ICSD for the global securities business in its investment banking and Wealth Management
businesses. Previously, these had been split between Euroclear (investment banking business) and
Clearstream (Wealth Management business). Since the corresponding UBS securities were only trans-
ferred to Clearstream in the fourth quarter of 2013, the newly added custody volumes had only a small
impact on the averages for 2013. In addition to UBS, the Italian CSD Monte Titoli also decided to ex-
pand its business relationship with Clearstream. Monte Titoli, a subsidiary of the London Stock Exchange,
transferred its international securities from Euroclear Bank to Clearstream in the first quarter of 2013.
Deutsche Börse Group regards the decision by UBS and Monte Titoli as confirmation of its business
strategy, in particular in the area of collateral and liquidity management services.
Net revenue in the Clearstream segment
Clearstream segment: key figures
653.9
35.8
Net interest income from
banking business
109.9
Other
Financial key figures
Net revenue
Operating costs
EBIT
2013
2012
Change
€m
653.9
503.3
150.8
€m
649.9
334.8
314.6
%
1
50
–52
57.8
Global Securities Financing
Custody
€bn
€bn
€ millions
649.9
52.0
107.3
57.1
99.0
109.0
Settlement
334.5
341.4
Custody
2012
2013
Value of securities under
custody (average value
during the year)
international
domestic
Settlement
11,626
11,111
6,146
5,480
m
5,964
5,147
m
Securities transactions
121.0
113.9
international – OTC
34.2
31.9
international – on-
exchange
domestic – OTC
domestic – on-exchange
Global Securities Financing
6.9
28.2
51.7
€bn
7.2
25.7
49.1
€bn
Monthly average
576.5
570.3
Average daily cash balances
m
m
Total
euro
US dollars
other currencies
10,765
10,248
4,361
4,517
1,886
3,888
4,350
2,010
1) Includes some €1.4 billion currently or formerly blocked by EU and US
sanctions (2012: €1.6 billion)
%
5
3
6
%
6
7
–4
10
5
%
1
%
5
12
4
–6
118
Deutsche Börse Group corporate report 2013
The number of settlement transactions (domestic and international) processed by Clearstream saw a
6 per cent increase in 2013 to 121.0 million (2012: 113.9 million). International transactions grew
by 5 per cent to 41.1 million (2012: 39.0 million) due to a 7 per cent rise year-on-year in OTC trans-
actions, which accounted for 83 per cent of Clearstream’s international settlement business. Stock ex-
change transactions, which had a 17 per cent share of the international settlement business, decreased
by 4 per cent year-on-year. In the domestic German market, settlement transactions grew by 7 per cent
to 79.9 million (2012: 74.8 million). Here, a majority (65 per cent) were stock exchange transactions,
while OTC business accounted for 35 per cent of transactions. Both stock exchange and OTC transac-
tions on the domestic market were up in the year under review, although growth in the OTC sector was
stronger (at 10 per cent) than in the stock exchange business (by 5 per cent). Net revenue in the settle-
ment business rose by 10 per cent to €109.0 million (2012: €99.0 million). In addition to the higher
number of transactions, the increase in net revenue is attributable to an additional fee that Clearstream
is collecting temporarily to cover the costs of connecting to TARGET2-Securities.
Clearstream’s Investment Funds Services keep growing. In the year under review, Clearstream processed
7.9 million transactions, 23 per cent more than in the previous year (2012: 6.4 million). More than
125,000 funds from 34 jurisdictions are available for order routing through Clearstream’s Vestima
platform. The assets held under custody at Investment Funds Services form part of Clearstream’s total
custody volume; they were €265.0 billion on average in 2013, up 16 per cent year-on-year (2012:
€229.1 billion).
In the Global Securities Financing (GSF) business, the average outstanding volume rose slightly to
€576.5 billion (2012: €570.3 billion). While the long-term refinancing operations (LTROs) introduced
by the European Central Bank negatively impacted the GSF business as a whole, the GC Pooling service,
offered in cooperation with Eurex, continued to show a strong growth in outstandings (see the
“Eurex
segment” section). Net revenue in the GSF business increased to €57.8 million (2012: €57.1 million).
Average customer cash deposits grew year-on-year by 5 per cent to €10.8 billion (2012: €10.2 billion).
This includes an average amount of some €1.4 billion (2012: €1.6 billion), which was not available
as a result of the blocking of certain accounts in line with European and US sanction programmes. Net
interest income from Clearstream’s banking business fell by 31 per cent to €35.8 million in 2013
(2012: €52.0 million). The decline in net interest income reflects the low level of interest rates, which
have been at lows for some time: on 11 July 2012, the European Central Bank had reduced the rate
for the deposit facility, which is relevant for Clearstream’s net interest income from banking business,
from 0.25 to 0 per cent and has left it unchanged ever since. For this reason, 2013 was the first year
in which the low interest rate policy impacted on the segment’s net interest income throughout the
entire reporting period.
Both the trading and the post-trading market environment have become more complex in recent years.
Clearstream offers asset management services worldwide in order to support customers in coping with
the increased capital requirements and risk and liquidity management considerations. One of Clear-
stream’s strategic objectives in the year under review was to expand its offering for efficient collateral
management. Through the Global Liquidity Hub, Clearstream provides an integrated collateral manage-
ment environment that allows banks to use the assets that are available as collateral more efficiently.
A number of measures are strengthening Clearstream’s collateral management offering:
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Together with ASX (Australia), Cetip (Brazil), Iberclear (Spain) and Strate (South Africa), Clearstream
established the Liquidity Alliance in January 2013, a grouping of central securities depositories around
the world for strategic cooperation on collateral management. The Liquidity Alliance is open to further
members.
Clearstream has signed a letter of intent with the Singapore Exchange (SGX) to jointly develop a collat-
eral management solution for Singapore that can subsequently be extended to other markets in the re-
gion. SGX intends to use Clearstream’s collateral management outsourcing solution (Liquidity Hub GO).
Liquidity Hub GO went live in South Africa, Australia and Spain in the year under review. This means
that all partners in the Liquidity Alliance have a functioning collateral management offering for their
own home market.
Clearstream’s collateral management solution for custodian banks has gone live in partnership with
BNP Paribas Securities Services. This service enables mutual customers to cover their global exposures
from a single optimised collateral pool. BNP Paribas Securities Services remains the custodian manag-
ing settlement and asset servicing for its clients. Citi and Standard Chartered also opted for this solu-
tion during the year.
Clearstream is systematically extending its market position by connecting new markets. In the year under
review, Clearstream strengthened its involvement in Eastern Europe by opening a direct account at the
new Russian CSD and starting to operate a direct settlement link to Russia. At the end of the year, Clear-
stream’s network covered 53 markets worldwide, making it the largest settlement network of any inter-
national CSD.
In December 2013, Clearstream announced that it would extend its end-of-day deadlines for securities,
collateral and cash in stages with the aim of covering the entire settlement day in the USA by 2016. The
extension of the deadlines also affects markets such as Canada and Latin America (including Argentina,
Brazil, Mexico, Uruguay and Peru).
In response to regulatory reporting requirements, Clearstream started to develop REGIS-TR jointly with
Iberclear in Spain back in 2009. REGIS-TR was granted authorisation as a trade repository by the Euro-
pean Securities and Markets Authority (ESMA) in November, enabling REGIS-TR to support customers
in registering exchange-traded and OTC derivatives. Starting on 12 February 2014, registration will be
obligatory under the EU’s EMIR Regulation.
Market Data + Services segment
The net revenue of the new Market Data + Services segment is composed of trading signals (39 per
cent), indices (21 per cent), technology solutions (15 per cent), connectivity (19 per cent) and other
revenue (6 per cent). Market Data + Services’ net revenue was largely stable in the year under review,
amounting to €366.0 million (2012: €370.4 million). With operating costs up slightly on the previous
year and special factors (largely relating to efficiency programmes) of €15.6 million, the segment’s EBIT
amounted to €174.9 million (2012: €182.3 million).
The segment’s core business is the distribution of capital market data to customers worldwide, including
trading signals such as the AlphaFlash® algorithmic news feed as well as indices such as EURO STOXX®
and DAX®. Capital market participants subscribe to receive this information, which they then use them-
selves, process, or pass on. The segment generates much of its net revenue on the basis of long-term
arrangements with customers and is relatively independent of trading volumes and volatility on the capi-
tal markets.
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Deutsche Börse Group corporate report 2013
The trading signals business includes revenue from the distribution of licences for real-time trading and
market signals. The business remained largely stable in the year under review: Market Data + Services
generated net revenue from trading signals of €142.1 million (2012: €141.1 million). Data and key
indicators are increasingly used by market participants in automated trading applications, and demand
for direct connectivity increased in line with this. On the other hand, efforts to regulate automated trad-
ing more tightly led to uncertainty in the trading departments of banks and financial services institutions.
In addition, user numbers are declining due to structural changes and consolidation in the financial ser-
vices industry. To further diversify its product portfolio, Deutsche Börse Group will act as the exclusive
licensor of BSE (formerly Bombay Stock Exchange) market data and information products for customers
outside India. The two partners signed a corresponding cooperation agreement at the beginning of Octo-
ber 2013.
Deutsche Börse operates its index business via its subsidiary STOXX Ltd. Its revenue is generated from
calculating and marketing indices that are mainly used by banks and fund management companies as
underlyings for financial instruments. The index business recorded a slight increase in net revenue in
2013 to €77.0 million (2012: €76.2 million). The decline in equity index derivatives trading at Eurex
(see the
“Eurex segment” section) and the resulting decrease in licensing revenue was compensated
by the growth in assets under management in the area of exchange-traded funds. This growth was driv-
en above all by STOXX ETFs and DAX ETFs, which recorded a clear increase in assets thanks to the reli-
ability of the indices concerned as underlyings. The assets under management in these ETFs amounted
to €79.6 billion, by year-end, 14 per cent more than in the previous year (2012: €70.1 billion).
The DAX and STOXX index families are being continuously expanded and are becoming increasingly
attractive for an international clientele as well:
The DAX family was expanded to include the DAX® ex Financials index in the second quarter of 2013.
This serves as a share price barometer for Germany’s 30 largest and highest-revenue companies ex-
cluding banks, financial services institutions and insurers.
Net revenue in the Market Data + Services
segment
Market Data + Services segment: key figures
€ millions
370.4
19.2
366.0
20.1
Other
68.3
56.1
Technology Services
Financial key
figures
Net revenue
Operating costs
EBIT
2013
€m
2012
€m
Change
%
366.0
191.1
174.9
370.4
184.1
182.3
– 1
4
– 4
65.6
70.7
Connectivity
76.2
77.0
Indices
141.1
142.1
Trading Signals
2012
2013
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Services
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Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Report on economic position
121
STOXX expanded its offering for Chinese investors, firstly by launching new indices, such as the
STOXX® China A 50 Equal Weight Index, and secondly by entering into a licence agreement with
a Chinese issuer, which will also allow investors in China to invest in the EURO STOXX® 50.
In cooperation with Eurex Repo, STOXX developed a GC Pooling® index family, which provides a
transparent, rules-based alternative to the current benchmarks used in the unsecured interbank
market, such as LIBOR and EURIBOR/EONIA.
STOXX also launched two new sustainability indices, the STOXX® SD-KPI indices. The indices allow
investments in versions of the leading European equity indices, EURO STOXX 50 and STOXX® Europe
50, that have been optimised for sustainability criteria.
The technology solutions business consists primarily of development and operation services for external
customers, such as national and international regional exchanges. Revenue generated by cooperation
with partner exchanges, from application development consulting, or from data centre services is also
part of the Group’s external IT business. The established partner exchanges – the Irish Stock Exchange,
the Vienna Stock Exchange, the Bulgarian Stock Exchange, the Ljubljana Stock Exchange, the Malta
Stock Exchange and the Prague Stock Exchange – were joined by new partners in the year under review:
the Cayman Islands Stock Exchange (March) and the Budapest Stock Exchange (December). As a result,
all four exchanges of the CEE Stock Exchange Group (Vienna, Prague, Ljubljana and Budapest) now
run Xetra. The new T7 infrastructure was successfully introduced for the derivatives market run by the
Bombay Stock Exchange (BSE) in the fourth quarter of 2013. Net revenue from the external technology
services business in 2013 was €56.1 million (2012: €68.3 million). The decline is due in particular to
the effect of the consolidation of Börse Frankfurt Zertifikate AG from Q3/2013 onwards as well as to the
segment’s services for German regional exchanges, which were impacted by a combination of lower
margins and a drop in trading volumes.
The Market Data + Services segment generates connectivity revenue from connecting trading partici-
pants on the cash and the derivatives markets. This revenue is largely independent of trading activity
on the market, but reflects trading participants’ interest in connecting to Deutsche Börse Group’s infra-
structure using the most efficient networks possible. In 2013, connectivity revenue rose to €70.7 million
(2012: €65.6 million) after customers increasingly opted for higher bandwidth connections.
Other revenue comprises, for example, the provision of data to the back offices of financial services
providers (e.g. the TRICE® reporting service, with which Deutsche Börse AG helps its customers to
meet their obligations to report information to financial supervisory authorities). In the year under
review, this item increased by 5 per cent year-on-year to €20.1 million (2012: €19.2 million).
Development of profitability
Return on shareholders’ equity represents the ratio of earnings after tax to the average equity available to
the Group in 2013. The Group’s return on shareholders’ equity decreased to 16.1 per cent in the year
under review (2012: 21.6 per cent), primarily due to lower earnings. Adjusted for the special factors de-
scribed in the results of operations, this ratio, which is also known as the return on equity amounted to
21.5 per cent (2012: 22.1 per cent). The weighted average cost of capital (WACC) after tax amounted
to 4.5 per cent in the year under review (2012: 4.4 per cent). Deutsche Börse’s cost of equity reflects
the return on a risk-free alternative investment plus a premium for general market risk, and also takes ac-
count of the specific risk of Deutsche Börse shares compared with the market as a whole, known as the
beta. The cost of debt represents the terms on which Deutsche Börse AG was able to raise short- and
“Deutsche Börse’s cost of capital” table.
long-term debt. See also the
122
Deutsche Börse Group corporate report 2013
Financial position
Cash flow
Cash and cash equivalents at Deutsche Börse Group comprise cash and bank balances, to the extent
that these do not result from reinvesting current liabilities from cash deposits by market participants, as
well as receivables and liabilities from banking business with an original maturity of three months or less.
Cash and cash equivalents at the end of 2013 amounted to €–56.2 million (2012: €544.0 million).
The negative cash and cash equivalents item is due to the shift of current financial assets to financial
assets with a maturity of more than three months for reporting date reasons; the latter do not qualify
as cash and cash equivalents and the cash flows associated with them have been allocated to investing
activities.
Deutsche Börse Group generated cash flows from operating activities before changes in reporting-date
CCP positions of €797.3 million in financial year 2013 (2012: €726.2 million). The significant year-
on-year increase in cash flows from operating activities is mainly due to the fact that the decline in
net income for the year (€–174.6 million) was more than offset by the decrease in working capital
(€195.0 million) and the rise in non-current provisions (€34.4 million). The decline in net income was
primarily the result of the costs of the efficiency programme and the settlement offer from the Office of
Foreign Assets Control (OFAC). However, neither of the two factors had yet had a major cash effect in
2013. In addition, tax payments of €93.3 million made in financial year 2013 (2012: €258.4 million)
were by far lower year-on-year due to a decrease of tax prepayments for the current and prior years. This
largely explains the change in working capital. Including the changes in the CCP positions, cash flows
from operating activities was €728.3 million (2012: €707.7 million).
Deutsche Börse Group calculates its cash flow on the basis of net income, adjusted for non-cash chang-
es; in addition, cash flows derived from changes in balance sheet items are taken into account. The
changes in cash flows from operating activities excluding reporting-date CCP positions were as follows:
Deutsche Börse’s cost of capital
Risk-free interest rate1)
Market risk premium
Beta2)
Cost of equity3) (after tax)
Cost of debt4) (before tax)
Tax shield5)
Cost of debt (after tax)
Equity ratio6) (annual average)
Debt ratio7) (annual average)
WACC (before tax)
WACC (after tax)
2013
%
2012
%
1.7
6.5
0.8
6.7
3.1
0.8
2.3
50.2
49.8
4.9
4.5
1.6
5.0
0.7
5.0
5.2
1.4
3.9
51.2
48.8
5.1
4.4
1) Annual average return on ten-year German federal government bonds
2) Statistical measure of the sensitivity of the price of an individual share to
changes in the entire market. A beta of 1.0 means that the performance of
the share moves strictly parallel to the reference market as a whole. A beta
above 1.0 denotes greater volatility than the overall market and a beta below
1.0 less volatility.
3) Risk-free interest rate + (market risk premium x beta)
4) Interest rate on short- and long-term corporate bonds issued by Deutsche
Börse AG
5) Denotes and quantifies the reduction in tax paid that arises from the deduct-
ibility of interest payments on debt and is factored into the calculation of the
cost of capital
6) 1 – debt ratio
7) (Total non-current liabilities + tax provisions + other current provisions +
other bank loans and overdrafts + other current liabilities + trade payables
+ payables to associates + payables to other related parties) / (total assets
– financial instruments of Eurex Clearing AG – liabilities from banking busi-
ness – cash deposits by market participants); basis: average balance sheet
items in the financial year
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Report on economic position
123
Decline in net income for the year of €174.6 million to €495.2 million
Increase of €13.8 million in depreciation, amortisation and impairment losses, especially due to higher
investments in software development
Increase of €34.4 million in non-current provisions, due in particular to the efficiency programme
launched in the first quarter of 2013
Deferred tax expense of €2.1 million; in 2012, there had been deferred tax income of €56.9 million,
mainly in connection with the recognition of deferred tax assets on loss carryforwards as well as a re-
valuation due to changes in tax rates.
Cash outflows from derivatives amounting to €16.5 million (2012: nil)
Non-cash expense of €13.7 million in 2013, compared to a non-cash expense of €50.7 million
incurred in 2012 due in particular to the remeasurement of the equity component in connection
with the acquisition of additional shares of Eurex Zürich AG
Cash-effective decrease of €153.0 million in working capital in 2013 (2012: increase in working
capital of €42.0 million), primarily driven by an increase in current liabilities of €142.7 million
(2012: increase of €12.6 million). This increase was in turn mainly due to a provision recognised
in connection with the OFAC settlement offer. In addition, receivables and other assets decreased
by €13.8 million (2012: increase of €43.7 million), primarily because of the decline in tax refund
claims (€–62.1 million), while trade receivables rose by €6.7 million and other current assets by
€37.8 million.
Cash outflows from investing activities amounted to €829.2 million in financial year 2013 (2012: cash
outflow of €267.4 million). €692.2 million of this figure related to collateralised cash investments with
an original term of more than three months. At €127.6 million, investment in intangible assets and
property, plant and equipment was below the prior-year level (2012: €145.7 million); most of it was
made in the Clearstream (€66.6 million) and Eurex (€53.9 million) segments. Clearstream’s investments
related primarily to the expansion of its settlement and collateral management systems (€48.4 million),
while Eurex invested in its trading and clearing systems (€40.3 million). In addition, the Group paid
€35.1 million (2012: €1.9 million) to acquire investments in associates in the year under review; of
this amount, €15.4 million was attributable to the increase in the equity investment in European Energy
Exchange AG, Leipzig (Germany). Another significant reason for the year-on-year increase is that two
factors had impacted cash outflows in 2012: a payment of €295.0 million in connection with the
acquisition of further shares in Eurex Zürich AG and the purchase of securities with an original term
of more than one year amounting to €265.4 million.
Cash inflows of €35.3 million (2012: €392.2 million) were due to securities with an original maturity
of more than one year maturing or being sold.
Consolidated cash flow statement (condensed)
Cash flows from operating activities (excluding CCP positions)
Cash flows from operating activities
Cash flows from investing activities
Cash flows from financing activities
Cash and cash equivalents
Other cash and bank balances as at 31 December
2013
€m
797.3
728.3
−829.2
–497.6
−56.2
627.9
2012
€m
726.2
707.7
– 267.4
– 550.6
544.0
641.6
124
Deutsche Börse Group corporate report 2013
Cash outflows from financing activities amounted to €497.6 million (2012: €550.6 million). In May
2013, the company paid a dividend of €386.5 million for financial year 2012 (dividend for financial
year 2011, including special distribution, paid in May 2012: €622.9 million). Further cash outflows
were due to the repayment of €1,180.0 million in commercial paper (2012: €796.2 million). In addi-
tion, long-term bonds amounting to €797.8 million matured. Moreover, the company acquired treasury
shares amounting to €1.2 million (2012: €198.2 million). Cash inflows from financing activities
contain commercial paper that is issued as part of the company’s short-term liquidity management.
€1,279.8 million in commercial paper was issued in 2013 (2012: €789.3 million). In March 2013,
Deutsche Börse AG also issued a euro-denominated bond with a principal amount of €600.0 million
and a term of five years.
Other cash and bank balances amounted to €627.9 million as at 31 December 2013 (31 Decem-
ber 2012: €641.6 million).
At €669.7 million, free cash flow – i.e. cash flows from operating activities excluding reporting-date
CCP positions less payments to acquire intangible assets and property, plant and equipment – was
significantly higher than in the previous year (2012: €580.5 million).
As in previous years, the Group does not expect any liquidity squeezes to occur in financial year 2014
due to its positive cash flows from operating activities, adequate credit lines (which had not been drawn
down as at 31 December 2013) and flexible management and planning systems.
Operating leases
Deutsche Börse Group uses operating leases, primarily for the new office building in Eschborn, which
the Group moved into in the second half of 2010, and for the buildings used by Clearstream Inter-
note 38 to the consolidated financial statements for details).
national S.A. in Luxembourg (see
Liquidity management
Deutsche Börse meets its operating liquidity requirements primarily by means of internal financing,
i.e. by retaining generated funds. The aim is to provide liquidity corresponding to the operating costs
for one quarter; this liquidity target currently ranges between €150 million and €250 million. There is
an intra-Group cash pool for pooling surplus cash, as far as regulatory and legal provisions allow. All of
the Group’s cash investments are short-term in order to ensure rapid availability and are largely collater-
alised using liquid bonds from prime-rated issuers. Moreover, Deutsche Börse AG has access to external
sources of financing, such as bilateral and syndicated credit lines, and a commercial paper programme
(see
note 36 to the consolidated financial statements for details on financial risk management). In
the past years, Deutsche Börse AG has leveraged its access to the capital markets in order to meet its
structural financing needs by issuing corporate bonds.
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Report on economic position
125
Capital management
As a rule, the Group aims to achieve a dividend distribution ratio of 40 to 60 per cent of adjusted con-
solidated net income. Moreover, it implements share buy-backs in order to distribute to its shareholders
funds not required for the Group’s operating business and its further development. This policy is deter-
mined at all times by the company’s capital requirements, which depend on the legal and supervisory
framework as well as requirements relating to its credit rating, economic capital and liquidity.
Customers expect their financial services provider to have conservative interest coverage and debt/equity
ratios and to maintain strong credit ratings. Deutsche Börse Group therefore pursues its objective of
achieving an interest coverage ratio (ratio of EBITDA to interest expenses from financing activities) of at
least 16 at Group level in order to meet the rating agencies’ current requirements for an “AA” rating for
Deutsche Börse AG. Adjusted for merger and acquisition costs and for costs of efficiency programmes,
Deutsche Börse Group achieved an interest coverage ratio of 20.1 in the year under review (2012:
15.2). This figure is based on a relevant interest expense of €53.2 million and an adjusted EBITDA
of €1,067.4 million. The significant year-on-year increase in the interest coverage ratio is attributable
to the refinancing programme that started in 2012 and was successfully completed in the first quarter
of 2013 (see the
in 2013 were refinanced on extremely favourable terms leading to a significant reduction in interest
expenses. In addition, Deutsche Börse aims to achieve a ratio of interest-bearing gross debt to EBITDA
of no more than 1.5 at Group level. The latter performance indicator in particular plays a material role
in maintaining the parent company’s current “AA” rating. In the year under review, the Group met the
target ratio, at 1.5. This figure is based on gross debt of €1,621.9 million and an adjusted EBITDA
of €1,067.4 million.
“Results of operations” section): the outstanding non-current liabilities that matured
Interest coverage ratio of Deutsche Börse Group
Interest expense from financing activities
Issue volume
Bonds maturing in 2013
Fixed-rate bearer bond
Hybrid bond
Refinancing of maturing bonds
Fixed-rate bearer bond (10 years term)
Fixed-rate bearer bond (5 years term)
Further bonds
Private placement
Commercial paper
Total interest expense (including 50% of the hybrid coupon)
EBITDA (adjusted)
Interest coverage5)
€650 m1)
€550 m2)
€600 m
€600 m
US$460 m
€150 m – 20134)
€150 m – 2012
2013
€m
9.0
3.83)
14.6
5.7
19.9
0.2
53.2
2012
€m
32.6
14.93)
3.6
–
21.3
0.7
73.1
1,067.4
20.1
1,108.2
15.2
1) The bond was repurchased in full as at 23 April 2013 (31 December 2012: €72 million).
2) The bond was repurchased in full as at 11 June 2013 (31 December 2012: €330 million).
3) Only 50 per cent of the interest expense on the hybrid bond is accounted for in the interest coverage calculation, reflecting the assumed equity component of the
hybrid bond. The total interest expense for the hybrid bond amounted to €7.6 million in 2013 and €29.9 million in 2012.
4) Annual average
5) EBITDA / interest expense from financing activities (includes only 50 per cent of the interest on the hybrid bond)
126
Deutsche Börse Group corporate report 2013
Clearstream Banking S.A.’s strong “AA” credit rating must likewise be maintained so as to ensure the contin-
ued success of the Clearstream segment, which is active in securities custody and settlement. Deutsche
Börse AG also needs to maintain a strong credit profile for the benefit of activities at its Eurex Clearing AG
subsidiary.
The interest coverage ratio is calculated using the interest expenses incurred to finance Deutsche Börse
Group, among other factors, excluding interest costs relating to Group companies that also operate as
financial institutions. These include Clearstream Banking S.A., Clearstream Banking AG and Eurex
Clearing AG. Interest expenses that are not related to Group financing are not included in the interest
coverage ratio.
Because of the refinancing of the non-current financial liabilities, the company anticipates a further
reduction in the interest expense incurred to finance the Group in 2014. For this reason, the company
expects the interest coverage ratio to improve further in the medium term.
Deutsche Börse AG has also publicly declared its intention to comply with certain additional key perfor-
mance indicators that the company believes correspond to an AA rating. For example, tangible equity
(equity less intangible assets) should not fall below €700 million at Clearstream International S.A. or
€400 million at Clearstream Banking S.A., including the proft participation rights of €150 million issued
by Clearstream Banking S.A. In the year under review, Clearstream International S.A. has met this key
performance indicator with an amount of €820.8 million and Clearstream Banking S.A. with an amount
of €820.7 million. For the Clearstream subgroup, the objective is to maintain an interest coverage ratio
of at least 25, insofar as financial liabilities resulting from non-banking business exist. In the year under
review, as in the previous year, Clearstream had no financial liabilities resulting from non-banking busi-
ness. Consequently, no interest coverage ratio has been calculated.
Dividends and share buy-backs
Between 2005 and the end of 2012, Deutsche Börse Group returned a total of around €5.0 billion to
its shareholders in the form of share buy-backs and dividends. In financial year 2013, it distributed a
dividend of €386.5 million.
Of the some 46.1 million shares repurchased between 2005 and 2012, the company cancelled a total
of around 30.6 million shares up to the end of 2013. Approximately 5.3 million shares were issued
to SIX Group AG in order to settle 50 per cent of the purchase price for the acquisition of the shares of
Eurex Zürich AG. 1.3 million shares were acquired by employees under the terms of the Group Share
Plan (see
approximately 8.9 million shares were held by the company as treasury shares.
note 39 to the consolidated financial statements). As at 31 December 2013, the remaining
Relevant key performance indicators
Credit ratings
2013
2012
€m
€m
Tangible equity of Clearstream International S.A.
(as at balance sheet date)
820.8
819.21)
Tangible equity of Clearstream Banking S.A.
(as at balance sheet date)
820.7
672.4
1) Net of the interim dividend of €75.0 million, which has not yet been
resolved by the Annual General Meeting
Deutsche Börse AG
Standard & Poor’s
Clearstream Banking S.A.
Fitch
Standard & Poor’s
Long-term
Short-term
AA
A–1+
AA
AA
F1+
A–1+
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Report on economic position
127
For financial year 2013, Deutsche Börse AG is proposing that the Annual General Meeting resolve to pay
a dividend of €2.10 per no-par value share (2012: €2.10). This dividend corresponds to a distribution
ratio of 61 per cent of consolidated net income, adjusted for the special factors described in the results
of operations (2012: 58 per cent, also adjusted for special items). For 184.1 million no-par value shares
bearing dividend rights, this would result in a total dividend of €386.6 million (2012: €386.5 million
without the special distribution). The aggregate number of shares bearing dividend rights results from
an ordinary share capital of 193.0 million shares, less 8.9 million treasury shares.
Bonds
In March 2013, Deutsche Börse AG successfully placed a corporate bond with a volume of €600 million
on the market. The individual bonds have a maturity of five years and an annual coupon of 1.125 per
cent. In combination with the bonds issued in October 2012, which also amounted to €600 million,
this allowed Deutsche Börse to refinance its outstanding non-current liabilities maturing in 2013 on
extremely favourable terms.
Credit ratings
Deutsche Börse AG regularly has its credit quality reviewed by the Standard & Poor’s (S&P) rating
agency, while Clearstream Banking S.A. is rated by Fitch and S&P.
On 30 December 2013, S&P confirmed the Group companies’ long-term AA credit rating. The negative
outlook for Deutsche Börse AG added in December 2012 also remained unchanged. The main reason
cited by S&P was that the ratio of interest-bearing gross debt to EBITDA had risen to about 1.6 in the
first nine months of financial year 2013.
Fitch Ratings confirmed Clearstream Banking S.A.’s credit rating on 14 November 2013, particularly in
light of its strong market positioning, solid liquidity management and low credit risk. At the same time,
Fitch changed the outlook for Clearstream from negative to stable, giving its strengthened capital base
as the reason.
As at 31 December 2013, Deutsche Börse AG was one of only two DAX-listed companies that had been
awarded an AA rating by S&P. The ratings history of Deutsche Börse AG and Clearstream is presented in
the
ten-year review.
Debt instruments of Deutsche Börse AG
Type
Issue
volume
ISIN
Term
Maturity Coupon
p.a.
Listing
Fixed-rate bearer bond
€650 m
XS0353963225
5 years
April 2013
5.00 % Luxembourg/Frankfurt
Series A bond
Series B bond
Series C bond
Hybrid bond
Fixed-rate bearer bond
Fixed-rate bearer bond
US$170 m Private placement
7 years
June 2015
5.52 %
US$220 m Private placement
10 years
June 2018
5.86 %
US$70 m Private placement
12 years
June 2020
5.96 %
Unlisted
Unlisted
Unlisted
€550 m
XS0369549570
30 years1)
June 2038
7.50 %2) Luxembourg/Frankfurt
€600 m DE000A1RE1W1
10 years
Oct 2022 2.375 % Luxembourg/Frankfurt
€600 m DE000A1R1BC6
5 years March 2018 1.125 % Luxembourg/Frankfurt
1) Early termination right after 5 respectively 10 years and in each year thereafter
2) Until June 2013: fixed-rate 7.50 per cent p.a.; from June 2013 to June 2018: fixed-rate mid swap + 285 basis points; from June 2018: variable interest rate
(Euro interbank offered rate for 12-month euro deposits (EURIBOR), plus an annual margin of 3.85 per cent)
128
Deutsche Börse Group corporate report 2013
Net assets
Deutsche Börse Group’s non-current assets amounted to €8,796.9 million as at 31 December 2013
(2012: €5,113.9 million). They consisted primarily of intangible assets and financial assets as well
as of financial instruments of Eurex Clearing AG. The financial instruments of Eurex Clearing AG, which
amounted to €4,058.6 million, represented the largest item (2012: nil). This asset is matched by a
liability in the same amount. The receivables and securities from banking business held by Deutsche
Börse Group as financial assets declined to €1,178.3 million (2012: €1,485.0 million), while goodwill
of €2,042.6 million was relatively stable compared to the previous year (2012: €2,078.4 million).
Current assets amounted to €180,513.0 million as at 31 December 2013 (2012: €189,672.9 million).
The decline is attributable to the following factors:
A decrease in the financial instruments of Eurex Clearing AG item to €153,546.8 million (2012:
€156,315.4 million) in connection with its function as a central counterparty for cash and derivat-
ives markets.
A decrease in receivables and securities from banking business at Clearstream to €9,544.0 million
(2012: €12,808.2 million)
A decrease in restricted bank balances to €16,221.7 million (2012: €19,450.6 million); this occurred
primarily because clearing participants provided a greater volume of securities and less cash as collat-
eral for Eurex Clearing AG in the year under review.
Assets were financed by equity in the amount of €3,268.0 million (2012: €3,169.6 million)
and liabilities in the amount of €186,041.9 million (2012: €191,617.2 million). The increase in
equity compared with 31 December 2012 is mainly attributable to the rise in accumulated profit to
€2,011.8 million (2012: €1,938.9 million).
Non-current liabilities rose to €6,019.9 million (2012: €1,616.4 million), primarily because an amount
of €4,058.6 million is reported under financial instruments of Eurex Clearing AG. This liability is
matched by an asset in the same amount.
Interest-bearing liabilities rose to €1,521.9 million (2012: €1,160.0 million). The total increase is due
to three factors:
In 2012, maturing bonds amounting to €577.4 million were reclassified to “other current liabilities”.
In March 2013, Deutsche Börse AG successfully placed a corporate bond with a volume of
€600.0 million on the market.
In April and June 2013, outstanding bonds totalling €798.0 million matured.
Current liabilities amounted to €180,022.0 million (2012: €190,000.8 million). The main changes in
current liabilities occurred in the following items:
A decrease in the financial instruments of Eurex Clearing AG item to €153,046.8 million (2012:
€156,315.4 million) in connection with its function as a central counterparty for cash and derivatives
markets
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Report on economic position
129
A decrease in liabilities from cash deposits by market participants to €16,221.7 million
(2012: €19,450.6 million) as a result of lower cash collateral provided by the clearing members
of Eurex Clearing AG; the amount decreased primarily because clearing participants provided
a greater volume of securities and less cash as collateral for Eurex Clearing AG.
A decrease in liabilities from banking business at Clearstream to €9,725.3 million (2012:
€12,880.3 million)
A decrease in other current liabilities to €412.1 million (2012: €888.4 million) after bonds
reclassified in 2012 from non-current interest-bearing liabilities matured in 2013
Overall, Deutsche Börse Group invested €127.6 million in intangible assets and property, plant and
equipment (capital expenditure or capex) in the year under review (2012: €145.7 million). The Group’s
largest investments were made in the Clearstream and Eurex segments.
Working capital
Working capital comprises current assets less current liabilities, excluding technical closing date
balance sheet items and commercial paper. Current assets excluding technical closing date items
amounted to €572.6 million (2012: €457.1 million). As Deutsche Börse Group collects fees for
most of its services on a monthly basis, the trade receivables of €218.8 million included in the
current assets as at 31 December 2013 (31 December 2012: €211.8 million) were relatively
low compared with net revenue. The current liabilities of the Group, excluding technical closing
date items, amounted to €1,028.1 million (2012: €777.0 million, excluding technical closing
date items and bonds maturing in 2013). The Group therefore had negative working capital of
€–455.5 million at the end of the year (2012: €–319.9 million). This development is primarily
due to the increase in other current provisions.
Technical closing date balance sheet items
The “current receivables and securities from banking business” and “liabilities from banking business”
balance sheet items are technical closing date items that were strongly correlated in the year under re-
view and that fluctuated between approximately €9 billion and €15 billion (2012: between €11 billion
and €13 billion). These amounts mainly represent customer balances in Clearstream’s international
settlement business.
The “financial instruments of Eurex Clearing AG” balance sheet item relates to the function performed
by Eurex Clearing AG: since the latter acts as the central counterparty for Deutsche Börse Group’s vari-
ous markets, its financial instruments are carried in the balance sheet at their fair value. The financial
instruments of Eurex Clearing AG are described in detail in the
notes 3, 15 and
36 to the consolidated financial statements.
risk report and in
Market participants linked to Eurex Clearing provide collateral partly in the form of cash deposits, which
are subject to daily adjustments. The cash deposits are generally invested on a secured basis overnight
by Eurex Clearing AG and reported in the balance sheet under “restricted bank balances”. The total
value of cash deposits at the balance sheet dates relevant for the year under review (31 March,
30 June, 30 September, 31 December) varied between €16.2 billion and €17.7 billion (2012: between
€13.4 billion and €19.5 billion).
130
Deutsche Börse Group corporate report 2013
Deutsche Börse Group: ten-year review
Consolidated income statement
Net revenue
thereof net interest income from banking business
Operating costs
Earnings before interest and tax (EBIT)
Net income
Earnings per share (basic)
Consolidated cash flow statement
Cash flows from operating activities
Consolidated balance sheet
Non-current assets
Equity
Non-current interest-bearing liabilities
Performance indicators
Dividend per share
Dividend payout ratio
Employees (average annual FTEs)
€m
€m
€m
€m
€m
€
€m
€m
€m
€m
€
%
Net revenue per employee, based on average FTEs
€ thous.
Personnel expense ratio (staff costs/net revenue)
EBIT margin, based on net revenue
Tax rate
Return on shareholders’ equity (annual average)16)
The shares
Closing price of Deutsche Börse shares
Average market capitalisation
Rating key figures
Gross debt / EBITDA
Interest coverage ratio
Deutsche Börse AG: Standard & Poor’s
Clearstream Banking S.A.: Standard & Poor’s
Fitch
Market indicators
Xetra and Frankfurt Stock Exchange18)
Trading volume
Eurex
Number of contracts
Clearstream
Value of securities deposited (annual average)
Number of transactions
Global Securities Financing
(average outstanding volume for the period)
2004
2005
2006
1,395.5
77.1
– 869.9
458.7
266.1
1.192)
1,616.4
112.7
– 910.9
705.0
427.4
2.002)
1,899.6
150.7
– 879.1
1,027.5
668.7
3.362)
439.6
667.7
843.4
2,162.7
2,552.5
502.3
2,007.8
2,200.8
501.6
1,907.6
2,283.3
499.9
0.352)
28
3,080
453
24
33
43.8
10
22.142)
4.9
0.8
n.a.
AA+
AA+
AA+
1.052)
49
2,979
543
25
44
38.0
18
43.282)
7.5
0.6
n.a.
AA
AA
AA
1.702)
50
2,739
694
22
54
36.0
30
69.712)
11.7
0.4
58.5
AA
AA
AA
%
%
%
%
€
€bn
%
Rating
Rating
Rating
€bn
1,014.3
1,125.5
1,695.3
m
1,065.6
1,248.7
1,526.8
€bn
m
€bn
7,59319)
50.0 20)
8,75219)
53.920)
9,20319)
104.7
136.421)
210.921)
301.221)
1) Amount restated to reflect the transition of the accounting policies for defined benefit obligations to the revised IAS 19 2) Amount restated to reflect the capital in-
crease in 2007 3) Thereof €449.8 million are reported under “Other current liabilities” 4) Thereof €1,160.0 million are reported under “Interest-bearing liabilities”,
and the bonds that will mature in financial year 2013 in the amount of €577.4 million are reported under “Other current liabilities”. 5) Proposal to the Annual Gen-
eral Meeting 2014 6) Adjusted for the ISE impairment charge 7) Adjusted for the costs of efficiency programmes 8) Adjusted for the costs of mergers and acquisi-
tions and of efficiency programmes 9) Figure based on the proposal to the 2014 Annual General Meeting 10) Adjusted for the costs of the OFAC settlement 11) Ad-
justed for tax relief resulting from the ISE impairment charge in 2009 12) Adjusted for tax relief resulting from the ISE impairment charge in 2010 and adjusted for
€20 million interest on expected tax payments 13) Adjusted for the non-taxable income related to the revaluation of the share component of the purchase price paid
for the acquisition of the shares in Eurex Zürich AG held by SIX Group
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Report on economic position
131
2007
2008
2009
2010
2011
2012
2013
2,416.0
230.8
– 1,075.2
1,345.9
911.7
4.70
2,497.4
236.8
– 994.8
1,508.4
1,033.3
5.42
2,039.4
97.4
2,015.8
59.4
– 1,396.8
– 1,500.2
637.8
496.1
2.67
527.8
417.8
2.25
2,121.4
75.1
– 962.21)
1,162.81)
855.2
4.60
1,932.3
1,912.3
52.0
35.9
– 958.6
−1,182.8
969.4
645.0
3.44
738.8
478.4
2.60
839.6
1,278.9
801.5
943.9
785.6
707.7
728.3
4,164.0
2,690.2
501.03)
4,544.9
2,978.3
1,512.9
5,251.0
3,338.8
1,514.9
5,069.5
3,410.3
1,455.2
5,020.31)
3,132.61)
1,458.3
2.10
51
2,854
847
23
56
36.0
39
135.75
18.4
0
64.4
AA
AA
AA
2.10
38
3,115
802
17
60
28.5
41
50.80
16.0
1.0
18.9
AA
AA
AA
2.10
566)
3,333
612
19
31
26.911)
18
58.00
10.2
1.36)
15.8
AA
AA
AA
2.10
546)
7)
3,300
611
207)
26
26.912)
14
51.80
10.1
1.26)
7)
16.811)
AA
AA
AA
2.30
528)
13)
3,278
647
197)
55
26.013)
30
40.51
9.6
1.18)
19.08)
AA
AA
AA
5,113.9
3,169.6
1,737.44)
2.10
588)
13)
14)
16)
3,416
566
218)
50
26.014)
22
46.21
8.5
1.68)
15.28)
AA
AA
AA
8,796.9
3,268.0
1,521.9
2.105)
619)
3,515
544
2210)
39
26.010) 15)
21
60.20
10.0
1.58)
20.18)
AA
AA
AA
2,552.5
2,229.1
1,120.6
1,298.3
1,459.8
1,111.3
1,104.2
2,704.317)
3,172.7
2,647.4
2,642.1
2,821.5
2,292.0
2,191.0
10,504
123.1
10,637
114.3
10,346
102.0
10,897
116.4
11,106
126.3
11,111
113.9
11,626
121.0
332.7
398.8
483.6
521.6
592.2
570.3
576.5
14) Adjusted for expenses related to the revaluation of the share component of the purchase price paid for the acquisition of the shares in Eurex Zürich AG held by
SIX Group, a one-off income from the reversal of deferred tax liabilities for STOXX Ltd. based on a decision by the Swiss Financial Supervisory Authority and a one-off
income from the recognition of deferred tax assets resulting from the future possible offsetting of losses carried forward by Eurex Global Derivatives AG 15) Adjusted
for the initial recognition of deferred taxes on tax loss carry forwards of a Group company 16) Net income / average shareholders’ equity for the financial year
based on the quarter-end shareholders’ equity balance 17) Pro forma figure including US options of ISE 18) Formerly Xetra Frankfurt Specialist Trading, prior to
23 May 2011: floor trading. Since Q3/2013, figure includes warrants and certificates (€7.4 bn in the second half of 2013), following the termination of the joint ven-
ture Scoach. 19) Value of assets under custody on 31 December 20) Due to a change in the statistical reporting procedure in 2007, the figures are only comparable
to a limited extent with those from 2006 onwards. 21) Average outstanding volume in December of the year
132
Deutsche Börse Group corporate report 2013
Value added: breakdown of enterprise performance
Deutsche Börse Group’s commercial activity contributes to private and public income – this contribution
is made transparent in the value added statement. Value added is calculated by subtracting depreciation,
amortisation and impairment charges and third-party costs from the enterprise performance. In 2013,
the value added by Deutsche Börse Group amounted to €1,201.1 million (2012: €1,378.9 million).
The breakdown of value added shows that large portions of the revenue generated flow back into the
economy: 33 per cent (€394.8 million) benefited shareholders in the form of dividend payments, while
40 per cent (€476.0 million) were personnel costs in the form of salaries and other remuneration com-
ponents. Taxes accounted for 14 per cent (€172.9 million), while 5 per cent (€57.0 million) was at-
tributable to lenders. The 8 per cent value added that remained in the company (€100.4 million) is
available for investments in growth initiatives, for example (see the
charts below).
Overall assessment of the economic position by the Executive Board
Deutsche Börse Group’s results of operations in financial year 2013 were within the range expected by
the Executive Board despite the continuing difficult economic conditions and market uncertainty. The
Group’s net revenue declined by a slight 1 per cent in total. Operating costs were negatively impacted
by special factors, in particular the settlement payment made to OFAC by Clearstream and the costs of
efficiency programmes. As expected, driven by higher investments in growth initiatives, adjusted operat-
ing costs were slightly up on the previous year; as a result EBIT and net income for the period were
somewhat lower than in the previous year.
The Executive Board believes that Deutsche Börse Group’s financial position was extremely sound in the
year under review. As in the previous year, the company generated high operating cash flows. In spite of
the lower EBIT, the interest coverage ratio met the target of at least 16 at Group level, since the success-
ful refinancing of the Group’s long-term financial liabilities led to a significant reduction in the interest
expense. The Group achieved an interest coverage ratio of 20.1. In addition, Deutsche Börse aims to
achieve a ratio of interest-bearing gross debt to EBITDA of no more than 1.5 at Group level. This target
was also met, even though the Group had expected that the ratio would slightly exceed the figure of
1.5 in 2013.
Origination of value added
Distribution of value added
Company performance: €2,212.2 million
Value added: €1,201.1 million
6 %
Depreciation and amortisation
40 %
External costs
54 %
Value added
5 %
External creditors
8 %
Retained earnings
14 %
Taxes
33 %
Shareholders
(dividends)
40 %
Personnel
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Performance indicators
133
Rating agencies confirmed the Group’s credit quality by awarding it excellent ratings in 2013. However,
the negative outlook for Deutsche Börse AG introduced in December 2012 remained unchanged. The
main reason cited by S&P was that the ratio of interest-bearing gross debt to EBITDA had risen to about
1.6 in the first nine months of financial year 2013. Fitch changed the outlook for Clearstream from neg-
ative to stable, giving its strengthened capital base as the reason.
Deutsche Börse AG has offered its shareholders attractive returns for years – and financial year 2013
is no exception. With a proposed dividend of €2.10, the distribution to shareholders is at the previous
year’s level of €2.10 despite lower earnings. Compared with the previous year, the distribution ratio
has increased from 58 to 61 per cent (adjusted for special items in both cases), slightly in excess of
the upper end of the Executive Board’s target range of between 40 and 60 per cent.
Report on post-balance sheet date events
There were no material events after the balance sheet date.
Non-financial key performance indicators
Employees
Committed, highly skilled employees are one of the cornerstones of Deutsche Börse Group’s business
success. They master challenging tasks and shape the corporate culture with their sense of respon-
sibility, their dedication and flexibility, as well as their will to deliver outstanding performance. Deutsche
Börse Group aims to make sure that staff with these qualities continue to join the company in the future
and, ideally, that they stay for the long term. This is why it continues to adopt a sustainable human
resources policy.
Deutsche Börse Group employs an international team working at 22 locations worldwide. As at 31 Decem-
ber 2013, Deutsche Börse Group had 3,811 employees (31 December 2012: 3,704); the average num-
ber of employees in the year under review was 3,751 (2012: 3,654). Two mutually offsetting effects
were at work here: on the one hand, the number of employees decreased as a result of measures under
Employees per countries/regions
Employees by segment1)
Germany
Luxembourg
Czech Republic
United Kingdom
Rest of Europe
North America
Asia
Middle East
31 Dec 2013
1,624
982
494
112
159
310
122
8
Total Deutsche Börse Group
3,811
%
42.6
25.8
13.0
2.9
4.2
8.1
3.2
0.2
100
Xetra
Eurex
Clearstream
Market Data + Services
Total Deutsche Börse Group
31 Dec 2013 31 Dec 2012
330
1,018
1,818
645
3,811
309
961
1,793
641
3,704
1) As a result of the new segment structure as at 1 January 2013, some busi-
ness areas were transferred to the new Market Data + Services segment,
especially from the Xetra segment. The employees working in these business
areas were also reassigned see also
statements. The 2012 figures were adjusted accordingly.
note 35 to the consolidated financial
134
Deutsche Börse Group corporate report 2013
the two programmes to increase operational efficiency dating from 2010 and 2013. The 2010 pro-
gramme (Excellence) led, among other things, to operations being relocated from Frankfurt/Eschborn
and Luxembourg to Prague and Singapore. As a result, the number of employees at these two locations
rose by 32 (Prague) and 14 (Singapore) respectively. Nevertheless there was a rise in the number of
people employed at the main locations, Frankfurt/Eschborn (+26) and Luxembourg (+9), because new
jobs were created in connection with strategically important projects such as the initiatives at Eurex
Clearing AG and Clearstream. In addition, Börse Frankfurt Zertifikate AG (formerly Scoach Europa AG)
was consolidated as at 1 July 2013, leading to an increase of 12 employees in Frankfurt as at the
reporting date (included in the 26 mentioned above). The size of the workforce at the other locations
also increased by 26, again due to the strategically important initiatives.
To recruit and retain the best talent for the company in the long term, Deutsche Börse Group offers
flexible working time models. Including part-time employees, there was an average of 3,515 full-time
equivalents (FTEs) during the year (2012: 3,416). As at 31 December 2013, the proportion of part-time
employees was higher in the general workforce than in management, and it was higher among women
than among men.
The company aims to fill 20 per cent of upper and middle management positions and 30 per cent of
lower management positions with women by 2020. As at 31 December 2013, the proportion of such
positions filled by women stood at 13.9 per cent for Deutsche Börse Group worldwide (Germany:
13.4 per cent) for upper and middle management positions, and at 21.7 per cent (Germany: 17.5 per
cent) for lower management positions. In order to increase the proportion of women in management
positions, Deutsche Börse has adapted its talent management programmes and its recruitment and
promotion processes. Although specific attention is paid to ensuring that nominations for management
positions also include women, as a matter of principle, it is the employees’ qualifications that determine
how a position is filled. Deutsche Börse Group also offers a variety of other instruments to develop
female employees: active succession planning, an external and internal mentoring programme, a
women’s network as well as coaching and training specifically for women. Ten of the current 21 mem-
bers of the “high potential circle”, Deutsche Börse Group’s programme for growing potential manage-
ment talent, are female (47.6 per cent). In addition, the issue of whether there are any remuneration
differences between women and men is the subject of regular analysis. This has not identified any
systematic disadvantages for women. Rather, differences in remuneration are due to qualifications,
years of service and function.
The company offers a number of options designed to achieve a good work-life balance as part of its Job,
Life & Family initiative:
Option to work from home (teleworking)
Emergency childcare service, which was used in Germany on a total of 187 days
A holiday club for schoolchildren
An emergency parent-child office at the Eschborn and Luxembourg locations
Reservation of places for employees’ children aged between six months and three years at a daycare
centre for children in Eschborn; the number of dedicated places depends on demand in the company
An “Elder and Family Care” programme to facilitate care for family members requiring care
The ability to take sabbaticals – this option was used by five employees in Germany and Luxembourg
in 2013.
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Performance indicators
135
A total of 24 male and 54 female employees took parental leave in financial year 2013, including
two male and four female employees in management positions. In the year under review, 26 male
and 39 female employees returned to the company after taking parental leave, while three female
employees left the company after their parental leave.
In the year under review, Deutsche Börse Group supported its employees by subsidising childcare in the
amount of €742 thousand (2012: €692 thousand). All employees receive a monthly net sum of up to
€255.65 per child until it is six years old or starts school.
Moreover, presentations by specialists, workshops and coaching offer employees information on a variety
of issues relating to achieving a work-life balance as well as advice (e.g. on stress management, nutrition,
or care for the sick and elderly). One of the aims of these measures is to ensure employees remain
healthy in spite of high workloads and to keep the sickness rate in the company to a minimum. In this
context, a health awareness day was organised in Eschborn and Luxembourg with a wide range of offer-
ings for all employees. Deutsche Börse Group’s sickness rate was 3.4 per cent in the year under review
(2012: 2.8 per cent).
As at 31 December 2013, 63.8 per cent of Deutsche Börse Group employees were graduates (2012:
62.5 per cent). This figure is calculated on the basis of the number of employees holding a degree from
a university, university of applied sciences, or professional academy; it also includes employees who
have completed comparable studies abroad. Deutsche Börse Group offers its staff a broad portfolio of
professional development opportunities in the form of internal and external training events. In total, the
Group invested an average of 2.7 days per employee in staff training.
Measured in terms of the average number of full-time equivalent employees in the year under review,
net revenue per employee declined by 4 per cent to €544 thousand (2012: €566 thousand). Staff
costs per employee, adjusted for efficiency programme costs, rose by 1 per cent to €118 thousand
Deutsche Börse Group employees’ age structure
Deutsche Börse Group employees’ age structure
by gender
2,393
466
956
1,418
183
over 50 years
505
40 – 49 years
741
230
male
507
30 – 39 years
223
under 30 years
female
by location
3,811
649
1,461
1,248
453
Global
1,624
406
725
982
138
over 50 years
481
40 – 49 years
369
124
124
308
30 – 39 years
55
under 30 years
thereof in
Germany
thereof in
Luxembourg
136
Deutsche Börse Group corporate report 2013
(2012: €117 thousand). The remuneration paid under the company’s collective labour agreement in
Germany increased by 2.0 per cent in financial year 2013. Salaries were also adjusted at the Group’s
other locations.
The average age of Deutsche Börse Group’s employees at the end of the year under review was
40.6 years (2012: 40.4 years). The
the employee age structure as at 31 December 2013. A total of 222 employees left Deutsche Börse
Group and 310 joined the Group in the course of the year, 267 of them for first time. The staff turnover
rate was 5.9 per cent and therefore up slightly on the previous year (2012: 5.7 per cent). The average
length of service at the end of the year under review was 10.9 years (2012: 10.6 years).
“Deutsche Börse Group employees’ age structure” charts show
Global employee survey identifies strengths and areas for improvement
In November 2013, Deutsche Börse Group conducted an employee survey in which all permanent
employees and managers of the Group and its consolidated subsidiaries were invited to take part.
Key figures on Deutsche Börse Group’s workforce as at 31 December 2013
Global
thereof in Germany
thereof in Luxembourg
Male
Female
Total
Male
Female
Total
Male
Female
Employees
2,393
1,418
3,811
1,023
601
1,624
611
371
Total
982
194
101
16
117
42
9
51
Upper and middle
management
Lower
management
Staff
Part-time employees
Upper and middle
management
Lower
management
Staff
Disabled employees
Proportion of
graduates (%)
Apprentices
Under 5 years (%)
5– 15 years (%)
Over 15 years (%)
Staff turnover
Joiners
Leavers
Training days per
staff member
Promotions
Employees covered by
collective bargaining
agreements1)
167
188
27
52
240
2,038
1,339
3,377
72
1
2
69
36
67
4
29
51
20
187
136
2.4
133
357
429
4
8
345
23
58
8
121
34
47
20
123
86
3.3
74
5
10
414
59
64
12
239
31
49
20
310
222
2.7
207
Interns and students1)
118
Length of service
94
828
38
0
1
37
33
68
4
20
565
200
3
3
194
22
54
8
112
110
20
52
28
54
46
2.3
54
23
51
26
32
26
2.4
27
114
1,393
238
3
4
231
55
63
12
222
21
52
27
86
72
2.3
81
49
520
31
1
1
29
3
56
–
4
12
61
26
30
21
2.8
30
18
344
132
1
5
126
–
49
–
10
14
57
29
19
17
4.8
16
67
864
163
2
6
155
3
53
–
14
13
60
27
49
38
3.5
46
1,386
933
2,319
868
578
1,446
509
353
862
1) The global figures reported here refer solely to the locations in Germany, Luxembourg and the Czech Republic; this corresponds to 81 per cent of Group staff.
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Performance indicators
137
The participation rate of 81.6 per cent confirms that employees take an active interest in their employer.
The results reveal that, in important areas such as employee commitment and performance-related
support, Deutsche Börse Group ranks basically on a level with, or slightly above, other financial services
providers and IT companies in Europe. Customer focus and the high product and service quality
emerged as the company’s strengths. The working environment (tools, training opportunities) received
a very positive rating and was perceived as a motivating factor. Areas where employees thought that
Deutsche Börse Group ought to improve include, for example, cross-departmental and cross-segment
cooperation. Deutsche Börse has set up a Group-wide project organisation, with Executive Board
members acting as project sponsors, to derive specific measures from the results of the employee
survey. The results will be discussed in employee workshops and suggestions for improvement will
be developed.
Code of ethics
Important basic principles and values forming part of the Group’s corporate culture are set out in a
code of conduct at Deutsche Börse Group, which serves as a guideline for all employees at every level
of the Group. This includes, as a matter of course, respect for human rights and employee rights.
For example, Deutsche Börse Group complies with international agreements such as the United
Nations Universal Declaration of Human Rights, the OECD Guidelines for Multinational Enterprises
and the standards issued by the International Labour Organisation. In addition, it has undertaken to
implement the ten principles of the UN Global Compact in the areas of human rights, labour standards,
the environment and anti-corruption throughout the Group. Employees receive mandatory introductory
training in this area. In 2013, five 16 hour-training sessions took place and were attended by a total of
104 employees.
Corporate responsibility
Deutsche Börse’s corporate responsibility (CR) strategy, “Growing responsibly”, defines what it means by
corporate responsibility and lays down the scope of activity for the entire Group. Deutsche Börse focuses
its activities in this field on four areas: the economy, employees, the environment and corporate citizen-
ship. This allows it to take due account of social, ethical and ecological aspects when implementing its
economic objectives.
Economy
As a capital market organiser, Deutsche Börse Group provides fair market access as well as liquid and
transparent trading for investors. It reduces information asymmetries and uses highly effective instru-
ments to manage its customers’ risks. In doing so, the Group makes its greatest value contribution to
society in its primary core business of organising sound, transparent and secure capital markets world-
wide. A key element of this is operating and developing its integrated business model. In accordance
with this, top strategic priority is given to investments in the availability and reliability of trading systems,
in services and technologies to manage the risk and liquidity of market participants, and in initiatives
aimed at applying the high standards of the regulated market to the largely unregulated off-exchange
segment of the capital markets.
Because Deutsche Börse Group sets standards in the market, effective corporate governance structures,
sound business practice and compliance with all laws, requirements and regulations play a key role in
its operating business. This is why, as a member of the UN Global Compact, Deutsche Börse Group is
138
Deutsche Börse Group corporate report 2013
committed to implementing the ten principles of the UN Global Compact in the areas of human rights,
labour, standards, environmental protection and anti-corruption throughout the Group when designing
its business processes.
In addition, Deutsche Börse Group campaigns for greater transparency of sustainability information on
the global capital markets – with measures ranging from introducing its own transparency initiatives to
supporting campaigns by other players in this area or promoting best practice in the market. Against
this background, Deutsche Börse Group supports the German Sustainability Code and has published
an annual declaration of compliance with it, for the first time in 2011 and annually since then.
Employees
Deutsche Börse Group takes its responsibility as an employer seriously, because its business success
is founded on the commitment and performance of its staff. The Group pursues a responsible, sustain-
able human resources policy to ensure that it continues to attract responsible and motivated people
in the future and, ideally, to retain them in the long term. Among other things, its goals include
enhancing the comprehensive “Job, Life & Family” programme as well as specifically promoting
diversity and continuously expanding active dialogue with employees. (For details, see the previous
“Employees” section.)
Environment
Although Deutsche Börse Group is not a manufacturing company and can therefore exert only little influ-
ence on climate change, it is aware of the significance of this issue: reductions in greenhouse gas emis-
sions and the careful handling of resources are an important part of its commitment to greater sustaina-
bility. The focus is on continuously improving the Group’s business ecology through environment-friendly
IT management as well as on reducing its energy, water and paper consumption, and waste (for details
see the following
“Sustainability” section).
Corporate citizenship
Deutsche Börse Group sees itself as a corporate citizen and is committed to fulfilling this role, especially
at its locations. Its activities in this area focus on education and science, culture and social involve-
ment. When selecting projects, it gives priority in particular to innovative ideas and concepts that also
allow its staff to get involved. All charitable contributions are subject to Group-wide corporate citizen-
ship guidelines adopted by the Executive Board. They provide a binding framework that determines
the nature and proper handling of contributions. Sports, private individuals, religious institutions and
political parties are not eligible for support (the only exception is the Political Action Committee of its
ISE subsidiary).
Sustainability
Deutsche Börse Group also feels committed to sustainable business activities in particular. Examples
include initiatives to promote the transparency of holistic investment strategies on the one hand and
measures to optimise its own sustainability performance on the other.
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Performance indicators
139
Transparency-enhancing initiatives for holistic investment strategies
Sustainable index products
Deutsche Börse Group develops index products that are used by investors as a basis for sustainable
investments. The aim is to increase capital market transparency by improving the information avail-
able and offering a diverse index portfolio. The indices focus the attention of capital market partici-
pants on companies engaging in sustainable business practices.
In 2013, STOXX Ltd., a subsidiary of Deutsche Börse AG, again expanded its range of sustainability
indices to a total of 19. In addition to the existing index families STOXX ESG Leaders (ESG stands for
“Environment, Social, Governance”) and STOXX Europe Sustainability, two new indices, the STOXX
SD-KPI indices, have been introduced. The new indices allow investments in versions of the leading
European equity indices, EURO STOXX 50 and STOXX Europe 50, that have been optimised for sus-
tainability criteria. The STOXX ESG Leaders index family uses a rule-based selection model with fully
transparent criteria. A uniform model was developed on the basis of the “KPIs for ESG 3.0” standard
published by the DVFA (the Society of Investment Professionals in Germany) and data released by
Sustainalytics, the leading provider of sustainability data. This model awards all companies in the
global STOXX® Global 1800 equity index a consistent and transparent score for the ESG criteria. The
criteria can be accessed on
www.stoxx.com.
In addition, STOXX calculates and markets other indices that track sustainable investments for the
German and Swiss markets: an alliance with Sarasin, a Swiss private bank known in particular for
its sustainability research, has resulted in the DAXglobal® Sarasin Sustainability Indices for Germany
and Switzerland.
Emissions trading
In cooperation with the European Energy Exchange (EEX) in Leipzig, Eurex operates a regulated, trans-
parent marketplace for trading greenhouse gas (CO2) emissions. This marketplace helps market partici-
pants to meet their climate change targets under the Kyoto Protocol more easily. Market participants on
both exchanges can trade on a common platform and hedge against the risks arising from their activities
on the emissions market. In addition to emission rights, power, gas and coal derivatives are also traded
on the EEX markets.
EEX started trading in Guarantee of Origin certificates for green power in June 2013. These types of
certificates prove that a megawatt hour of power has been generated from renewable sources. They are
issued exclusively for the purpose of identification and transparency. The launch of exchange trading on
the EEX derivatives market is an important milestone towards greater transparency in a market that was
previously exclusively based on over-the-counter trading.
Information media
Deutsche Börse Group has published a Monthly Carbon Report since October 2010, which provides
information on the extent of CO2 emissions in the energy sector and in industry and thus provides fun-
damental data to analysts and traders in the CO2 trading environment.
EEX operates a central and neutral platform known as
Transparency in Energy Markets, featuring
generation data for power and gas. By uploading their data, market participants meet both their legal
disclosure requirements and the voluntary obligations for the sector.
Deutsche Börse’s
ional investors include sustainability criteria in their investment decisions. This free service is part
information portal for sustainable securities (INW) helps both retail and institut-
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Deutsche Börse Group corporate report 2013
of
www.boerse-frankfurt.de. It pools information on all sustainable products tradeable at Deutsche
Börse (i.e. equities, indices, investment funds and certificates) on a single platform. In addition to com-
pany-specific master data and key financial indicators for 1,800 global companies in the global STOXX
universe, the information portal contains supplementary ESG indicators and data from the Carbon
Disclosure Project, a non-profit organisation which maintains the world’s largest database of corporate
climate information.
Measures to optimise Deutsche Börse’s own sustainability performance
Energy-efficient IT management
Deutsche Börse Group fulfils its role as marketplace organiser primarily by developing and operating
IT solutions. For this reason, IT management is an area that offers particular potential for improving
sustainability performance. The guiding principle behind sustainable IT management at Deutsche Börse
Group is to achieve the maximum possible operating efficiency, i.e. to optimise server and storage sys-
tem utilisation and reduce back-up systems to the extent that market requirements for system security
and speed permit. Another objective is to ensure that the servers currently being deployed are used
continuously if possible by actively balancing the load.
Deutsche Börse Group’s server rooms in Frankfurt/Main have a flexible profile system that enables the
strict separation of cold supply air and hot exhaust air, known as cold aisle containment. This profile
system prevents cold and warm air from mixing, thus saving the energy that would have been used to
cool it or heat it again. In addition, the use of fibre-optic rather than copper cables and direct cooling
of the server rooms permanently reduce power consumption. In 2013, all servers at the Equinix data
centre were supplied with 100 per cent environmentally friendly hydroelectric power. At the Luxem-
bourg location, the data centre is situated underneath the office building. This allows an especially
efficient use of energy, as the exhaust air from the servers is used to heat the office premises. Here
too, further energy savings are achieved by cooling the server rooms directly with outdoor air. Outside
the data centres, too, the focus is on sustainable, energy-efficient IT solutions. For example, thin
clients (network computers without hard drives) are used throughout the Group and the hardware
(awarded the “Energy Star” label) is selected specifically for its long lifespan and ecological certification.
In 2013, CO2 emissions went down 30 per cent throughout the Group, in particular due to a new green
power agreement in Luxembourg.
Resource-efficient business ecology
For Deutsche Börse Group, environmental protection is an unconditional commitment to preserving the
natural environment and resources. The Group aims to record its own “ecological footprint” as accurately
as possible and to steadily reduce it. Facility management is highly relevant in this regard.
The cities of Frankfurt/Main and Darmstadt and the FrankfurtRheinMain Regional Authority conferred
the “Green Building 2013” architecture award on the Group’s headquarters for its ecologically innovative
design, recognising it as a pioneer in sustainable construction. The building has two internal biogas
combined heat and power plants for generating electricity (covering up to 60 per cent of the building’s
own power consumption), an aquifer heat storage system, a highly efficient heat recovery system and
effective building automation. Renewable sources of energy and regional building materials with a high
recycled content were used in its construction. Clearstream’s building complex “The Square” was the
first established property in Luxembourg to receive the “NF Bâtiments Tertiaires – Démarche HQE”
sustainability certificate.
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Other initiatives to improve the Group’s business ecology focus on reducing greenhouse gas emissions,
water and paper consumption and waste. They include:
Using shuttle buses between the Eschborn and Luxembourg sites to cut down on individual trips
Offering job tickets for local public transport to staff in Eschborn
Using videoconferencing instead of business travel
Automatically presetting printers for double-sided printing
Reducing the number of printed publications
Sending letters and parcels at the Frankfurt site and parcels at the Luxembourg site via the Deutsche
Post and DHL “Go Green” initiative
Organising Group-wide “Green Days” to raise awareness of environmental issues among staff
Code of conduct for suppliers
A sustainability agreement between Corporate Purchasing and Deutsche Börse Group’s suppliers and
service providers has been in place since the end of 2009 and requires mandatory compliance with
basic legal principles and rules of conduct, such as respect for human rights and employee rights. The
agreement also imposes ecological and social requirements on the Group’s service providers. Suppliers
accounting for around 95 per cent of the Group’s global purchasing volume had signed this code of con-
duct by the end of 2013, or submitted voluntary obligations that cover or exceed the points listed. The
suppliers are assessed at regular intervals as part of the business relationship; the evaluation criteria
include economic, ecological and ethical sustainability issues.
Responsible procurement
Starting with the materials procurement stage, Deutsche Börse Group makes sure it buys exclusively en-
vironmentally compatible products wherever possible. These include FSC paper, recycled toner and other
office consumables, as well as small appliances that have been awarded “Blue Angel” or “Energy Star”
environmental certification.
Sustainability indices
Sustainability indices and ratings assess the reporting and performance of companies in the area of sus-
tainability. They measure ecological, social and corporate governance performance and rate companies’
end-to-end management of opportunities and risks. For investors with a focus on sustainability, the re-
sults of these ratings increasingly play a role in their assessment of companies on the capital markets.
Deutsche Börse Group is regularly analysed by service providers, such as Robeco SAM, Sustainalytics,
EIRIS, oekom, Vigeo and Sarasin. It has performed well in various sustainability ratings and rankings,
and this has repeatedly led to Deutsche Börse shares being included in the following sustainability indices:
Dow Jones Sustainability Indices (DJSI): in DJSI Europe since 2005; result of Robeco SAM rating:
company score 60; average sector score 44 (however since 2013 no longer included in the DJSI
World Index)
FTSE4Good Index: in the Europe Index since 2009
Carbon Disclosure Leadership Index (CDLI): since 2009; score: 91 out of 100; included in the Climate
Disclosure Leadership Index (CDLI)
STOXX ESG Leaders Index: since 2011 (launch year). The entirely rule-based and transparent STOXX
rating model means that there is no conflict of interests; result of Sustainalytics rating: total score of 69
(E: 69, S: 72, G: 69), ranking: 6th out of 96 companies
ECPI Ethical Index Euro: since 2008
MSCI World ESG Index: since 2010
ESI Index: since 2012
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Deutsche Börse Group corporate report 2013
Corporate responsibility: key performance indicators for Deutsche Börse Group
Based on a materiality analysis of its business model, Deutsche Börse Group has determined that the
table below are material to the Group-wide
non-financial key performance indicators shown in the
sustainability profile. Data for key indicators relating to transparency and security has been collated
quarterly since 2013 and is audited externally and disclosed in the interim reports.
Comparison with the forecast for 2013
With regard to non-financial performance indicators, the Group was able to maintain its very high level
of system availability. The objective to reach a 30 per cent proportion of women in lower and 20 per
cent in middle and upper management by 2015 was fixed for the year 2020, in order to integrate the
development towards a higher proportion of women at these levels into the corporate culture and to
define effective measures. The prolonged period for this structural change is deemed appropriate from
today’s perspective.
Corporate responsibility: key figures for Deutsche Börse Group
Transparency
Proportion of companies reporting in accordance with maximum transparency standards (by
market capitalisation)1)
Number of calculated indices
Number of sustainable index concepts
Security and reliability
System availability of the Xetra® trading system
System availability of the Eurex® trading system (resp. of its successor T7)
Market risk cleared via Eurex Clearing (gross monthly average)
Supplier management
2013
2012
%
81
83
10,5132)
11,393
23
19
%
%
€bn
99.999
99.969
15,861
99.998
99.999
15,0803)
Share of revenue generated with suppliers/service providers that have signed the Code of
Conduct or have made voluntary commitments over and above those required under the Code
%
95.3
94.3
Compliance
Punished cases of corruption
Proportion of business units reviewed for corruption risk
Number of employees trained in anti-corruption measures4)
Number of justified customer complaints relating to data protection
Environment
Energy consumption5)
Greenhouse gas emissions
thereof travel-based greenhouse gas emissions
Water consumption7)
Paper consumption8)
Cash value of material administrative fines and total number of non-monetary penalties due to
non-compliance with legal requirements in the environmental area
Corporate citizenship
Corporate responsibility project expenses per employee9)
Corporate volunteering days per employee
%
MWh
t
t
m³
t
€
€
days
0
100
372
0
74,662
20,437
6,222
67,932
101
0
730
2
0
100
1,133
0
73,0626)
29,452
6,304
63,757
113
0
850
2
1) Ratio of the market capitalisation of companies listed in the Prime Standard (shares) to the market capitalisation of all companies listed on the Frankfurter Wert-
papierbörse (FWB®, Frankfurt Stock Exchange) 2) In 2013 no direct comparison to previous years numbers possible due to new calculation base from a new sys-
tem 3) Adjusted for changes in calculation methodology for Eurex Repo in the year under review 4) In addition to initial training for new recruits, compliance training
is performed at two-year intervals. As a result, the number of employees may differ significantly in a direct year-on-year comparison. 5) The energy consumption re-
ported comprises direct and indirect energy consumption. 6) Adjusted due to improved quality of data 7) The water consumption reported comprises only the volume
of water sourced from municipal utilities. 8) The paper consumption reported only relates to office requirements. 9) For memberships, donations, sponsoring and
communication; does not include social benefits or special leave expenses for corporate volunteering
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Risk report
Deutsche Börse Group’s core area of expertise includes solutions that enable its customers to efficiently
manage risk and collateral. It is therefore even more important for the Group to protect itself against risks.
This section of the combined management report shows how the company deals with risks. Despite the
continuing difficult economic environment and regulatory developments, which will be briefly described
in the first section of this risk report, the risk profile in the year under review has remained largely stable.
Management further strengthened risk management in 2013. The second section of this risk report ex-
plains the enhanced risk management strategy and shows how the Group manages its risks.
In the third part of this risk report, the Group describes the main types of risk and provides examples of
how it assesses and manages them. In addition to the risk report, the Group sets out its future prospects
in the
report on opportunities.
Deutsche Börse Group includes, among other companies, Clearstream Banking S.A. and Clearstream
Banking AG, which form part of the Clearstream Holding group (hereinafter “Clearstream”), and Eurex
Clearing AG. These financial institutions are subject to banking supervision and corresponding statutory
requirements, and therefore already meet the strictest requirements for risk management (for details on
the requirements, see the
Group are aligned with the highest standard for comparable companies (“best-in-class”). Risk manage-
ment across the Group therefore meets the highest standards.
“Risk management environment” section). All of the other companies in the
With its range of risk management services, Deutsche Börse Group aims to make a sustainable contribu-
tion to society, in particular by ensuring integrity and safety on the markets in its function as a capital
markets organiser and by increasing the distribution efficiency of the markets through its price discovery
function. For its customers, Deutsche Börse Group also performs important risk management functions,
such as providing client asset protection solutions, and thus contributes to the efficiency and systemic
stability of capital markets. The Group’s risk management ensures that it can continuously offer these
services.
Risk management environment
The fallout from the financial crisis has led to increased regulation of financial markets; the new regula-
tions affect Deutsche Börse Group both directly and indirectly through its clients. On the one hand, the
changed regulatory environment offers the Group opportunities; as a marketplace organiser, it certainly
contributes significantly to the desired stability, integrity and transparency of the capital markets (see
the
report on opportunities). On the other hand, the implementation of new regulations such as the
amendment to the European Union’s MiFID regulation and the attempts to introduce a financial trans-
action tax mean considerable burdens as well as business risks for the Group.
In particular, the regulatory requirements for the risk management of financial institutions have been ex-
tended. Examples are the Mindestanforderungen an das Risikomanagement (MaRisk, German minimum
requirements for risk management), the Gesetz zur Abschirmung von Risiken und zur Planung der Sanie-
rung und Abwicklung von Kreditinstituten und Finanzgruppen (RiskAbschG, German Act on Ringfencing
and Recovery and Resolution Planning for Credit Institutions and Financial Groups), risk management re-
quirements set out in the European Market Infrastructure Regulation (EMIR), the principles for financial
market infrastructure of the Financial Stability Board (FSB) and the International Organization of Securi-
ties Commissions (IOSCO), and the act implementing the Capital Requirements Directive (CRD IV). The
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Deutsche Börse Group corporate report 2013
principles of the FSB and IOSCO in particular place demands on the risk management of financial mar-
ket infrastructures. The CRD IV could mean that regulated financial institutions would have to report
higher equity thanks to measures such as leverage ratio (put simply: a minimum ratio of equity to un-
weighted total assets plus off-balance sheet risk positions), which would increase the cost of equity.
These regulations also directly affect the financial institutions of the Group, Clearstream and Eurex
Clearing AG; this applies in particular to the MaRisk from Bundesanstalt für Finanzdienstleistungs-
aufsicht (BaFin, the German Federal Financial Supervisory Authority), which was most recently revised
in December 2012. This was “Pillar II” under Basel II dictates to banks how they must organise their
risk management system, and therefore also applies to Clearstream and Eurex Clearing AG. It sets out
the principles governing how much equity a bank must hold for its business to cover counterparty credit
risk, market risk and operational risk, and stipulates conditions for outsourcing, compliance and auditing.
In addition, Clearstream and Eurex Clearing AG have prepared recovery plans in accordance with the
RiskAbschG. Above and beyond this requirement, Deutsche Börse Group is also currently and voluntarily
developing a Group-wide recovery plan for the event that this should be necessary at Clearstream and
Eurex Clearing AG.
business risks for Deutsche Börse Group from the new regulations. This is because
There are also
the new regulations change the structure of the entire financial system. For example, a law was passed
in the summer of 2013 in Germany requiring banks to outsource proprietary trading to independent
companies as of 2016. In December 2013, Britain passed a bill to ringfence the retail banking system.
At the same time, what is known as the Volcker rule was adopted in the United States aimed at restrict-
ing proprietary trading there and curbing speculative transactions. The RiskAbschG has similar goals.
Deutsche Börse Group welcomes regulatory measures that reduce systemic risks. With its products and
services, the Group contributes significantly to increasing system stability.
In light of the new regulatory requirements, Deutsche Börse Group has compiled a comprehensive plan
for enhancing its risk management (risk management implementation plan) in order to continue to pro-
vide the highest possible standard. A large part of the defined measures will be implemented in 2014
(for a more detailed description of the measures, see the
“Outlook” section).
Risk strategy and risk management
Deutsche Börse Group’s risk strategy is aligned with its business model and business strategy. It provides
the infrastructure for reliable and secure capital markets, assists constructively in their regulation and
takes a leading role in all of its businesses areas. In the process, the Group focuses on its risk appetite
and risk-bearing capacity. It consciously assumes risks in order to satisfy market needs and maximise
business opportunities. However, it curbs this appetite with a defined upper limit on the risks it takes.
Management further strengthened and reorganised risk management in 2013. The basis for internal risk
management is the Group-wide strategy for detecting and minimising risks, which is focused on what
is known as risk appetite. Each division is individually responsible for managing its risks as part of the
Group-wide risk management regulations; the Executive Board of Deutsche Börse Group has overall
responsibility and steers the Group-wide risk management system in order to take possible interactions
into account and to make use of synergies. Among other things, this coordinated process ensures that
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The Group and its companies act quickly and effectively in the event that a single system fails, or even if
several systems fail simultaneously. This section of the risk report shows how the Group has established
risk management as an integral part of company management activities, and that it has established three
principles for the risk strategy, as well as setting out the approaches and methods used by the Group to
regularly monitor and manage its risk-bearing capacity and risk appetite.
Implementation in the organisational structure and workflow
The risk strategy applies to the entire Deutsche Börse Group. Risk management functions, processes
and responsibilities are binding for all employees and organisational units of Deutsche Börse Group.
To ensure that all employees take a careful approach in dealing with risks, risk management is firmly
anchored in the organisational structure and workflows and is supported by corresponding measures,
such as risk management training. The Executive Board is responsible for risk management overall;
within individual companies it is the responsibility of the management, which ensures it is cut fully
up to date in a timely manner with all of its risks.
The Supervisory Board of Deutsche Börse AG monitors the effectiveness of the risk management system
and examines its risk strategy and risk appetite on a yearly basis. The Supervisory Board has delegated
the evaluation to its Audit Committee, which regularly assesses the appropriateness and effectiveness of
the risk management system. To monitor the implementation of the risk management roadmap, the Su-
pervisory Board has established an interim Risk Management Roadmap Committee.
Risk management – structural organisation and reporting lines
Group-wide
Financial institutions
Clearstream and Eurex Clearing AG
Supervisory Board of Deutsche Börse AG
Monitors the effectiveness of the risk management system
Evaluates the risk strategy and risk management system
Audit Committee
Monitors the effectiveness of the risk management system
Evaluates the risk strategy and risk management system
Supervisory Boards
Monitor the effectiveness of risk management systems and
evaluate risk strategy
Interim Risk Management Roadmap Committee
Monitors implementation of the risk management roadmap
Executive Boards
Responsible for the risk management of their institution
Executive Board of Deutsche Börse AG
Decides on risk strategy and appetite
Risk Committee
Continuously monitors the overall risk profi le
Chief Risk Offi cer / Group Risk Management
Assess and monitor risks, report to Executive Board and
Supervisory Board
Chief Risk Offi cers
Manage risks in day-to-day operations and report to their
own committees and the Group
Risk management functions 1)
Identify, notify and control
Risk management functions 1)
Identify, notify and control
1) These include, for example, the divisions Credit and Treasury.
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Deutsche Börse Group corporate report 2013
The Executive Board of Deutsche Börse AG (in its capacity as the Group Executive Board) determines
the Group-wide risk strategy and risk appetite and allocates the latter to the company’s units. It ensures
that the risk appetite is and remains compatible with the company’s short- and long-term strategy,
business and capital planning, risk-bearing capacity and remuneration systems. Based on the para-
meters used to assess risks, it also determines how the risk capital is allocated and what procedures
apply. It ensures that each business unit complies with these requirements for risk strategy, risk appetite
and risk limits.
The Risk Committee reviews the risk position of the Group at least once every quarter and involves
the Executive Board in all decisive questions. The Committee is chaired by the Chief Financial Officer.
It also includes Executive Board members of the Clearstream, Eurex and Eurex Clearing AG subsidi-
aries. In addition, it regularly checks the current levels of all parameters to ensure they are suitable,
and, as necessary, makes recommendations to the Executive Board as to what measures should be
used to adjust these parameters.
Group Risk Management (GRM) is headed by the Chief Risk Officer (CRO). It prepares the proposals
for the risk levers, i.e. the strategy, appetite, parameters, capital allocation and procedures. GRM
continuously analyses and evaluates risks and reports quantitatively and qualitatively to the Risk
Committee, Executive Board and the Audit Committee of the Supervisory Board every quarter. In
this way, the responsible bodies can regularly check whether the risk limits defined in the strategy
are systematically adhered to. In addition, GRM recommends measures to mitigate risks.
The regulated subsidiaries act in the same way, always ensuring that they meet the requirements of the
Group. In particular, they adhere to the framework for risk appetite allocated to them by Deutsche Börse
Group. The relevant supervisory boards and their committees are involved, as are the executive board
members and risk management functions in the various divisions. Clearstream and Eurex Clearing AG,
the Group’s financial institutions, implement the risk strategy using their own strategies that they derive
from it. In line with this, they use parameters and reporting formats that are compatible with the higher-
level Group-wide structure. At Clearstream, responsibility lies with the executive board of Clearstream
Holding AG, supervised by the supervisory board, as well as the corresponding governing bodies of
Clearstream Banking S.A. and Clearstream Banking AG; at Eurex Clearing AG, responsibility again lies
with the executive board, which is also monitored by the supervisory board.
Course of the five-stage risk management system
Responsibility
Executive Board
Risk Committee
Risk management strategy and appetite
Risk profi le
Group Risk Management
Risk management process
Business areas
1. Identify
2. Notify
4. Control
3. Assess
5. Report
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Centrally coordinated risk management in five stages
Risk management is implemented in a five-stage process. All potential losses should be identified in
good time, recorded centrally and evaluated quantitatively as far as possible; if necessary, management
measures must then be recommended and their implementation monitored (see the
“Course of the
five-stage risk management system” chart). The first stage determines the risks and possible causes of
loss or operational hitches. In the second stage, the business divisions regularly – and immediately, if
urgent – report to GRM the risks that they determine and quantify. In the third stage, GRM assesses the
potential for risk, while in the fourth stage, the business divisions manage the risks by avoiding, mitigat-
ing, or transferring them, or by actively taking them. The fifth and final stage involves informing the re-
sponsible Executive Board members and committees of significant risks, their assessment and possible
emergency measures. In addition to the quarterly reports, GRM compiles ad hoc reports for the executive
boards and supervisory boards. At Clearstream and Eurex Clearing AG, the corresponding risk manage-
ment functions report to the executive boards and supervisory boards. Internal Auditing monitors that
the risk management system is adhered to.
Management at Clearstream and Eurex Clearing AG are informed quarterly about their respective com-
pany’s risk situation and capital resources. Like the regulators, management also receive an annual re-
port in line with the Internal Capital Adequacy Assessment Process (ICAAP). In compliance with Pillar III
requirements under Basel II, Clearstream and Eurex Clearing AG also report in detail on their business
activities. In particular, they regularly inform the supervisory authorities of their risk management meth-
ods and capital resources assessment. The ICAAP report and the report on business activities are also
made available to the public.
Three principles
Deutsche Börse Group’s risk strategy is based on three principles:
1. Risk limitation – protecting and ensuring continuity of operations
“Capital is expected to be exhausted no more than once in 5,000 years; an operating loss may occur no
more than once every hundred years.” Accordingly, one goal is to ensure a probability of 99.98 per cent
or more that the total capital will not be lost. Another is to ensure a probability of 99.0 per cent or more
that Deutsche Börse at least breaks even in terms of its net income as measured at the EBIT level. Thus,
this principle establishes how much risk the Group must be able to withstand and also the level of risk
appetite that it has.
2. Supporting growth in the various business divisions
“Risk management supports the business divisions in expanding their business.” With this principle,
the Group strengthens its growth strategy by requiring that risks are identified and clearly communicated.
In this way, it aims to make informed strategic decisions within the framework of the risk appetite that
it has defined.
3. Appropriate risk/return ratio
“The return on equity should exceed the cost of equity.” Deutsche Börse Group has set itself the goal that
risk and return should be reasonably balanced, not only for each business division in general, but also
for each individual region, product and customer.
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Deutsche Börse Group corporate report 2013
Risk management approaches and methods
Deutsche Börse Group uses various quantitative and qualitative risk management approaches and meth-
ods to monitor and manage its risk profile. The aim is to provide as complete a picture as possible of its
risk situation at all times.
Deutsche Börse Group assesses and reports operational, financial and business risks using the same
approach: the unregulated units also use value at risk (VaR) as a uniform measure. This value quantifies
the risks and represents the upper limit of the cumulative loss that Deutsche Börse Group may incur
within a specified period of time, e.g. for the next twelve months. Principle 1 above also defines a confi-
dence level for each of the orderly liquidation and the going concern. The regulatory capital requirements
for the financial institutions are also determined, of course. Furthermore, Deutsche Börse Group applies
stress tests to analyse its risks.
Liquidation principle: what risk can the capital cover?
In accordance with the first part of principle 1 of the risk strategy, Deutsche Börse Group is not expected
to exhaust its risk-bearing capacity in more than 0.02 per cent of all years. The Group determines the
economic capital that it requires for this (required economic capital, EC) with the help of VaR. It there-
fore calculates its EC at a confidence level of 99.98 per cent so that it can protect itself financially
against extreme events in the following twelve months. In line with the principle of prudence, the Group
assumes a correlation of one between risk types and between the risks at different Group companies
when making calculations, i.e. it assumes that all possible risks would occur simultaneously. It therefore
consciously disregards the fact that diversification would actually reduce the overall risk. Deutsche Börse
Group thus uses the most conservative approach requiring the highest EC. The ECs calculated for Clear-
stream and Eurex Clearing AG also meet the Pillar II requirements under Basel II.
Deutsche Börse Group determines its risk-bearing capacity based on the reported equity in accordance
with International Financial Reporting Standards (IFRSs). It adapts this figure for precautionary reasons,
among other things to take into account that it may not be possible to dispose of intangible assets at
their carrying amounts in case of extreme stress. Clearstream and Eurex Clearing AG use their regulatory
capital to determine their risk-bearing capacity (for details, see
statements).
note 20 to the consolidated financial
For management purposes, GRM regularly determines the ratio of the EC to the risk-bearing capacity;
this indicator is known as the utilisation of risk-bearing capacity. In so doing, it answers a key risk man-
agement question: how much risk can the Group afford and what risk is it currently exposed to? As at
31 December 2013, Deutsche Börse Group’s EC was €1,630 million, and the available risk-bearing
capacity was €2,395 million. The ratio of EC to risk-bearing capacity is therefore well within the stipu-
lated maximum risk. Otherwise, the Group would use up its entire risk-bearing capacity in a worst-case
scenario and would be liquidated. The liquidation concept therefore assumes that liquidation of the
Group (“gone concern”) is avoided.
Going concern principle: what risks can earnings absorb?
Since the year under review Deutsche Börse Group has also used an approach that assumes an orderly
continuation of the Group in the event of a crisis (“going concern”). The Group calculates earnings at
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risk (EaR) as indicator. This indicator corresponds to the second part of principle 1 of its risk strategy,
i.e. that an operating loss may occur no more than once in a hundred years. In other words, there
should be a probability of 99.0 per cent or more that Deutsche Börse should at least break even (net
income measured in terms of EBIT). The EaR determined for the going concern principle is compared
with the risk appetite. Risk appetite is measured in terms of the projected earnings before interest and
tax (EBIT) and allocated to the Group segments. As at 31 December 2013, EaR were €589 million,
which would be comparable to the adjusted EBIT 2013 of €840 million.
Regulatory capital requirements
Clearstream and Eurex Clearing AG must also calculate their capital requirements for various risk types
(see the
proach for analysing and evaluating credit and market price risks. In this approach, risk weightings are
applied in accordance with counterparty ratings.
chart below) according to the Pillar I requirements under Basel II. They use a standard ap-
For operational risks, they proceed differently: Clearstream has used the significantly more complex ad-
vanced measurement approach (AMA) for this in all business units since 2008. It therefore complies
with the regulatory capital requirements for operational risks according to the Solvabilitätsverordnung
(SolvV, German Solvency Regulation) under Basel II. The method, which has been approved by, and is
regularly tested by, BaFin, allows regulatory capital to be allocated to businesses precisely. It is particu-
larly suitable because at Clearstream, operational risk accounts for a greater proportion of the overall risk
than for a typical bank, while the proportion attributable to financial risks is smaller. For operational risks,
Eurex Clearing AG uses the basic indicator approach to calculate regulatory capital. The basis for calcu-
lating the basic indicator is known as the “relevant indicator,” which is calculated from certain items in
the profit and loss account of the Eurex segment. As a flat rate, 15 per cent of the three-year average of
this indicator is required as operational risk capital.
Stress tests
For Clearstream and Eurex Clearing AG, Deutsche Börse Group also uses stress tests to analyse business
risks as well as operational and financial risks. These stress tests simulate the occurrence of extreme
losses or an accumulation of major losses within one year. Possible risk scenarios are set out for this.
The scenarios describe potential loss events, the probability that they will occur and the estimated loss
Deutsche Börse Group’s risk profile
Risk profi le of Deutsche Börse Group
Operational risks
■ System availability
■ Processing
■ Physical assets
■ Legal disputes and business practice
Financial risks
■ Credit
■ Market price
■ Liquidity
Project risks
Business risks
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Deutsche Börse Group corporate report 2013
amount. The figures calculated in this way are compared with the risk-bearing capacity. Both hypothet-
ical scenarios and extreme market conditions that actually occurred in the past are calculated. Losses
incurred by the Group itself in the past are not suitable because to date there has been only one
case of loss on this scale (see the
“Legal disputes and business practice” section, the settlement
agreement with OFAC). To investigate the liquidity risk, Deutsche Börse Group carries out liquidity
stress tests. What are known as inverse stress tests are also performed. These reverse-order stress
tests determine which loss scenarios would have to occur for the risk-bearing capacity to be exceeded.
Risk description
The following section describes the types of risk that Deutsche Börse Group must manage as a rule
and gives examples of the risks it actually faces. Using examples, it also explains the measures that
Deutsche Börse Group uses to prevent risks occurring and to minimise their financial effects. Firstly,
however, there follows a brief explanation of the risk profile that differs from most other financial
services providers, as financial risks play a significantly smaller role for Deutsche Börse Group.
Risk profile
Deutsche Börse Group differentiates between the three standard types of risk: operational, financial and
business risk. There are also project risks that the Group does not specifically quantify as their impact
is already reflected in the three traditional risk types.
Low level of typical bank risk
The risks of Deutsche Börse Group’s financial institutions differ fundamentally from those of other finan-
cial service providers. While credit and market price risks for a typical universal bank account for more
than 80 per cent of the regulatory capital requirements, credit risks only account for around 16 per cent
and market risks for 1 per cent for the financial institutions in Deutsche Börse Group. Clearstream and
Eurex Clearing AG have a structurally lower risk in comparison with other banks because they act as in-
termediaries, and therefore do not themselves trade on the financial markets as a distinct business divi-
sion, for example. Consequently, Deutsche Börse Group’s financial institutions do not have to bear the
Regulatory capital requirements of Clearstream
and Eurex Clearing AG
Required economic capital of Deutsche Börse
Group by risk types
1 %
Market risks
16 %
Credit risks
22 %
Business risks
24 %
Financial risks
83 %
Operational
risks
54 %
Operational
risks
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associated high trade risks. On the contrary, it offers market participants services such as collateral and
risk management that reduce their risk from trading activities. Its banking business mainly consists of
reliable clearing, settlement and custody activities, as well as collateral management.
The regulatory capital requirements for Clearstream and Eurex Clearing AG arise primarily from opera-
tional risks (see the
“Regulatory capital requirements of Clearstream and Eurex Clearing AG” chart).
Operational risks higher than financial and business risks
The utilisation of risk-bearing capacity in the liquidation principle and of risk appetite in the going con-
cern principle are used as internal management indicators across the whole Deutsche Börse Group (see
the
“Risk management approaches and methods” section for an explanation of the terms). Apart from
the above mentioned financial and operational risks, business risks are also identified and assessed.
Business risks refer in particular to potential threats to revenue such as price pressure or loss in market
share. Under the liquidation principle financial risks amount to almost one quarter of the total risks of
Deutsche Börse Group. Business risks also represent slightly less than one quarter with 22 per cent of
the total. All the more important for the Deutsche Börse Group is the third typical risk type: with 54 per
cent, operational risks amount to more than half of the total risk (see the
“Required economic capital
of Deutsche Börse Group by risk types” chart).
A large part of the risk is associated with the Clearstream and Eurex segments (see the
economic capital by segment” chart), in accordance with the size of the business in terms of sales reve-
nue and earnings. In the year under review, the Clearstream proportion was at 46 per cent, for Eurex
this figure was 35 per cent. In the Eurex segment, the risks primarily result from the business of Eurex
Clearing AG. The Market Data + Services segment had a share of 11 per cent, and Xetra of 8 per cent.
In contrast to the regulatory capital requirements, this includes business divisions that are not subject
to banking regulations.
“Required
In total Deutsche Börse Group has calculated a required economic capital of €1,630 million. In
accordance with the liquidation principle, the required EC compares to a risk-bearing capacity of
€2,395 million.
Required economic capital by segment
Earnings at risk by segment
8 %
Xetra
11 %
Market Data +
Services
35 %
Eurex
46 %
Clearstream
8 %
Xetra
16 %
Market Data +
Services
38 %
Eurex
38 %
Clearstream
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Deutsche Börse Group corporate report 2013
A similar split may be seen in earnings at risk. Here also, the business segments with the largest propor-
tions of revenues and earnings – Clearstream and Eurex – show the largest shares of earnings at risk
(see the
“Earnings at risk by segment” chart).
Deutsche Börse Group assigns indicators to each risk to estimate how likely it is to occur and what
financial effect it could have. It distinguishes four probability levels: very low, low, medium and high,
as well as four financial impact levels: low, medium, substantial and a risk to the company as a going
concern. However, none of the assessed risks reach the fourth impact level, neither individually nor
in total; this means that none jeopardises the existence of the Group as a going concern.
The three types of risk as well as the project risks are explained below and illustrated with specific ex-
amples.
The probability of the risk occurring can be categorised as follows:
Very low: probability of risk occurring is less than 1 per cent
Low: probability of risk occurring is greater than 1 per cent but less than 10 per cent
Medium: probability of risk occurring is greater than 10 per cent but less than 50 per cent
High: probability of risk occurring is greater than 50 per cent
The financial effects can be classified into the following four categories:
Low: financial loss could be up to 10 per cent of EBIT
Medium: financial loss could be up to 50 per cent of EBIT
Substantial: financial loss could be up to 100 per cent of EBIT
Risk to the business as a going concern: financial loss could equal the available risk-bearing capacity
The risks listed below as examples can be assessed based on these categories:
1. Operational risks
Incorrect processing of client instructions (e.g. capital increases)
Miscalculation of indices
Mishandling of trading instructions
Losses caused by force majeure (e.g. natural disasters, terrorism)
Losses from ongoing litigation
Infringements of sanctions or supranational regulations
2. Financial risks
Default of a credit counterparty
Losses from impairment of fund assets for pension plans
Loss of a client and an associated liquidity bottleneck
3. Business risks
Entry of new competitors on the European trading market
Worsening of the European government debt crisis
Decline in trading activity
New regulatory requirements
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From today’s perspective, none of these risks can lead to financial loss that is rated as substantial.
Significant risks could arise only from a combination of extreme events that have a very low probability:
Failure of a trading system lasting more than one week in a highly volatile market environment
Simultaneous failure of several large systemically important banks
These extreme events that could lead to a loss corresponding to more than 50 per cent of annual EBIT
are rated as having a probability of less than 1 per cent. Such extreme events have not occurred to date;
they are also known as “tail risks”.
GRM assesses these risks continuously and reports on its assessment in the form of a risk matrix to
the Executive Board of Deutsche Börse Group.
Operational risks
Operational risks for Deutsche Börse Group relate to availability, processing, material goods, as well
as litigation and business practice (see the
but influence the quantification process indirectly via the operational risk categories. The operational
risks amount to just under one half of the total Group risk.
chart below). Personnel risks are not quantified directly,
System availability
Operational resources such as the trading systems Xetra® and T7 are essential for the services offered
by Deutsche Börse Group. They should never fail, in order to ensure that market participants can
trade securities or derivatives at any time and without delay. The Group therefore sees the availability
of these systems as an important risk indicator. In line with the company’s risk strategy, the business
areas are responsible for monitoring these risk indicators.
The potential loss would be larger, the longer one of these systems failed. However, this has never
happened in practice. In the past, only limited failures have occurred with both Xetra and T7 and
its predecessor system, for short periods of time or affecting only a few products. In December of
the year under review, for example, there were three minor faults in T7’s trading operations; the
longestfault lasted for only approximately three minutes and was limited to futures trading on the
EURO STOXX 50® index. This supports the view that the probability of a system failure lasting
longer than a week in an extremely volatile market is very low. However, the potential financial
effect of such an event could be significant, if claims are justified and asserted.
Operational risks of Deutsche Börse Group
Operational risks
System availability
Processing
■ Trading
■ Clearing
■ Settlement
Physical assets
■ Force majeure
■ Weather disasters
■ Human error
■ Supplier faults
■ Loss of client funds
■ Terror
■ Product defects
Legal disputes and business
practice
■ Loss from ongoing legal
disputes
■ Fraud
■ Employment practices
■ Contract risks
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Deutsche Börse Group corporate report 2013
The probability of a long-lasting failure for one day or longer of the margin calculation system, of the
central counterparty at Eurex Clearing AG, or the settlement system at the international central securities
depository and settlement service provider, Clearstream Banking S.A., is also low. In actual fact, no such
failure has ever occurred. The effects are categorised here as medium.
In general, availability risk represents the largest operational risk for Deutsche Börse Group. The Group
subjects it to regular stress tests, which check not only what happens when its own systems fail but also
when suppliers fail to deliver.
Processing
Risks can also arise if a service provided to a customer is inadequate and this leads to complaints or
legal disputes, such as in the settlement of securities transactions due to defective products and pro-
cesses or erroneous manual entries. For example, corporate actions (e.g. capital increases or securities
exchange) by an issuer of securities might be missed or indices such as DAX® miscalculated. Such pro-
cessing errors can occur with a medium probability, but have hardly ever happened to date. The possible
losses in the case of client instructions such as the above-mentioned corporate actions would be classi-
fied as medium while, by contrast, losses relating to the calculation of indices would be low; to date,
there have been no client claims in this regard.
If a Xetra or Eurex client complains to the Market Supervision department of Deutsche Börse about
incorrect trading instructions, the latter checks immediately whether the notification is justified and then
issues corresponding trading instructions to the market participants. The risk here is of a notification
being initially incorrectly assessed as unjustified. If the client concerned then closes their position them-
selves, for example, they could demand a refund of the additional costs incurred. However, such errors
have almost never occurred and the probability is therefore considered low. To date no significant client
claims have been brought, and the potential financial effects are rated as low.
Other sources of error may be attributable to suppliers or to defective products or mistakes that may
lead to the loss of client assets. The Group aims to register all complaints and formal objections as a
key indicator of processing risk.
Physical assets
Operational risks include natural disasters, accidents, terrorism and sabotage. For example, a data centre
could be destroyed, or a major storm could severely damage office buildings. For instance, the ISE office
in New York, USA, was damaged by a severe storm, although the financial consequences were only minor.
Business continuity management (BCM) planning aim at averting significant financial damage (see the
chart of the same name). There is only a low probability of the risk of force majeure materialising and,
in the event that it does, it should have a low impact.
Legal disputes and business practice
Losses can also result from ongoing legal proceedings. Deutsche Börse judges the probability that this
operational risk will occur to be medium, although damage can be substantial. As a result, GRM contin-
ually monitors ongoing legal proceedings. These can occur if Deutsche Börse Group breaches laws or
requirements, enters into inadequate contractual agreements, or fails to observe case law to a sufficient
degree. Legal risks also include losses due to fraud and labour law issues. They further include losses as
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a result of insufficient controls to prevent money laundering, breaches of competition law regulations
or of banking secrecy. Such operational risks can also apply if government sanctions are not observed,
or in the event of breaches of other state or higher-order regulatory provisions.
On 7 November 2013, Deutsche Börse Group after careful examination resolved to end proceedings
brought by the US Office of Foreign Assets Control (OFAC) by entering into a settlement. For this purpose,
Clearstream made a payment of US$151.9 million. In 2008, OFAC had investigated a collective account
held by Clearstream in the United States as well as certain securities transactions in the settlement sys-
tem. The securities had been transferred after Clearstream’s resolution in 2007 to close the accounts
of its Iranian clients. Previously on 9 January 2013, Deutsche Börse AG had reported in an ad hoc dis-
closure that Clearstream had commenced settlement proceedings at OFAC’s suggestion. Initially, OFAC
had cited a preliminary amount of approximately US$340 million as a fine. After negotiations, Clear-
stream resolved the matter by way of a settlement and consented to pay the above-mentioned amount.
The settlement also resolves OFAC’s allegation that Clearstream had been in breach of regulations.
On 30 December 2013 US plaintiffs filed under seal a complaint targeting certain assets of approxi-
mately US$1.6 billion claimed to be held for Bank Markazi, the Iranian Central Bank, by Clearstream
in Luxembourg. The plaintiffs are judgement creditors of Iran and seek the turnover of these customer
assets to satisfy their judgement.
In different, still current, proceedings filed on 26 November 2012, the insolvency administrator of Leh-
man Brothers Bankhaus AG (LBB AG) brought a suit against Eurex Clearing AG. On the basis of German
insolvency law, the insolvency administrator is demanding from Eurex Clearing AG the repayment of
€113.5 million and payment of another sum of around €1.0 million plus interest. Eurex Clearing AG
believes this claim to be unfounded and is defending itself against the insolvency administrator’s suit.
The background to the action is an amount of €113.5 million, which Lehman Brothers International
(Europe) paid to Eurex Clearing AG as security on 15 September 2008, and which was cleared via an
account belonging to LBB AG.
On 12 November 2012, CBOE filed a patent infringement action against ISE. It alleges US$525 million
in damages for infringement of three patents relating to systems and methods for limiting market-maker
risk. ISE believes that neither the facts nor the law supports CBOE’s damages claim. At the end of 2013,
ISE filed various applications with the U.S. Patent and Trademark Office (USPTO) to have the respective
patents of CBOE declared invalid. ISE intends to vigorously defend itself in this lawsuit. In November
2006, ISE itself had brought an action against CBOE for patent infringements, alleging US$475 million
in damages.
Measures to mitigate operational risks
Deutsche Börse Group takes active measures to reduce Deutsche Börse Group’s operational risk. The
most important of these are emergency and contingency plans, insurance contracts and precautions
to ensure that regulations are observed (“compliance”).
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Deutsche Börse Group corporate report 2013
Emergency and contingency plans
It is essential for Deutsche Börse Group to provide its products and services as reliably as possible.
It must maintain its business operations and safeguard against emergencies and disasters. If its core
processes and resources are not available, there is a substantial risk for the entire Group and even a
potential systemic risk for the financial markets in general. As a result, Deutsche Börse Group has set
up a system of emergency and disaster plans covering the entire Group (BCM). This covers all processes
which ensure continuing operations in the event of a crisis and significantly reduces availability risk.
These include precautions in relation to all important resources (systems, workspaces, employees, sup-
pliers), including the redundant design of essential IT systems and the technical infrastructure, as well
as emergency workspaces for employees in core functions at all important locations. Examples of such
precautions are listed in the
chart below.
Preparations for emergencies and crises
The Group has introduced and tested a management process for emergencies and crises which enables
it to respond quickly and in a coordinated manner. This process is intended to minimise the effects on
business processes and on the market and to enable a quick return to regular operations. All business
areas have appointed emergency managers to act as central contacts and take responsibility during
emergencies and crises. The emergency managers inform the Executive Board or alert them in the case
of severe incidents. In the event of a crisis, the responsible Board member acts as the crisis manager.
The emergency and contingency plans are tested regularly by realistically simulating critical situations.
Such tests are generally carried out unannounced. GRM reports any problems that occur to the Executive
Board, evaluates the results and issues recommendations. The test results are evaluated based on the
following criteria:
Functionally effective: The measures must be technically successful.
Executable: The employees must be familiar with the emergency procedure and be able to execute it.
Timely: Emergency measures must ensure a restart of operations within the intended time period.
Business continuity management
Emergency and crisis management process
Systems
Workspaces
Employees
Suppliers
■ Trading, clearing and
settlement systems, as well
as related networks, are
designed to be available
for operations at all times
without losing data.
■ Since all computer centres
are duplicated, the failure
of an entire location can be
contained immediately.
■ Emergency backup work -
spaces are set up for
all essential functions.
■ Emergency workspaces
are fully equipped and
ready for use at all times.
■ In emergency situations,
numerous employees can
also access the systems
from home.
■ If a large proportion of
employees at a site are
unable to work, essential
areas of operations can
be moved to other sites.
■ In the event of a pandemic,
additional precautions
ensure that operations
remain active.
■ Contracts and manuals
specify emergency
procedures for suppliers
and service providers.
■ Supplier emergency
preparations are carefully
checked on a regular basis.
■ If a supplier does not meet
the requirements, that
supplier is replaced by
another supplier, if possible.
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Insurance contracts
Operational risks which Deutsche Börse Group cannot or does not wish to bear itself are transferred to
insurance companies, if this is possible at a reasonable price. All insurance contracts are coordinated
centrally so that the entire Deutsche Börse Group has at all times consistent insurance cover offering an
attractive cost-benefit ratio. The insurance contracts are checked individually and approved by the CFO
of Deutsche Börse AG.
Compliance
The compliance function and the individual business segments have the task of protecting the Group
against risks and physical or non-physical damage that could arise if employees act in contravention of
applicable laws, supervisory requirements, market standards, or principles of proper corporate govern-
ance, or if the expectations of public authorities, customers, investors, or the general public are not met.
Compliance management at Deutsche Börse Group comprises a range of rules, procedures and controls
to help the business areas comply with the applicable laws and regulatory requirements. In particular,
the system specifies measures to enable the Group to meet its obligations relating to the prevention of
money laundering and terrorism financing as well as compliance with financial sanctions rules. Further-
more, it contains rules and procedures to prevent insider trading and market manipulation, including an
insider register in accordance with securities law requirements. The Group’s compliance function is also
responsible for issuing guidance on how to avoid conflicts of interest, fight corruption and prevent crimi-
nal offences in general. By issuing appropriate rules, it ensures that banking and professional secrecy is
maintained and personal data is protected. In addition, compliance management develops guidance for
the internal control system to protect the Group itself, its investors and customers from financial losses.
Another protection mechanism is the whistleblower hotline: this system can be used to inform a third
party of suspected criminal acts or contraventions of the Group’s compliance regulations, anonymously
if preferred.
Deutsche Börse Group introduced its Group-wide independent compliance function and adopted compli-
ance principles many years ago. It has continuously enhanced its compliance management system ever
since. In light of increased regulatory requirements, including the agreements made with the US De-
partment of the Treasury, Deutsche Börse Group has resolved to significantly strengthen and expand
its compliance management system. Some measures were already taken during the year under review;
others are planned for the current year. They meet the revised Minimum Requirements for Risk Manage-
ment (MaRisk) of the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin, German Federal Financial
Supervisory Authority). Moreover, the Group resolved in 2013 to implement stricter rules and measures
to prevent money laundering and terrorism financing and to ensure compliance with financial sanctions
rules. In addition, the requirements relating to the fight against bribery and corruption have been revised
and tightened considerably.
The Group aims to increase transparency in securities custody and to support and encourage the devel-
opment of sector-wide standards. As part of this drive, it initially enhanced its methodology for capturing,
categorising and assessing potential risks arising from different customer groups, business partners, mar-
kets and business activities of the Group. Based on the results of the different risk analyses, the checks
applied when establishing business relationships and opening accounts are currently being tightened.
In addition, regular checks on business partners, customers and customer accounts are being intensified.
The checks include whether the purpose and extent of existing business relationships are plausible or
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Deutsche Börse Group corporate report 2013
whether the customer information and documents on file are complete and up to date. They focus in
particular on transactions settled and portfolios held in custody via the Group companies in order to get
a better understanding of the beneficial owners of the items under custody. Moreover, reviews are carried
out to determine the extent to which the Group’s business partners have themselves introduced compli-
ance programmes and whether they maintain business relationships with sanctioned parties. Access to
omnibus accounts will in future be limited to customers who meet certain compliance and risk criteria
and confirm that they do not allow the account to be used in a way that would lead to the contravention
of sanctions. Automatic and regular checks on transaction and portfolio data will also be tightened with
regard to both financial sanctions and other compliance risks. For example, transaction information will
automatically be compared against reference lists before the transaction is settled. In addition, the Group
will in future track the development of its customers’ transaction and portfolio volumes more closely and
monitor how they are using the Group’s products and services; this will also include a plausibility check.
The aim is to protect the Group from being misused to commit financial crime.
In response to tighter international rules on fighting corruption and bribery in business, the Group has
also taken measures to protect itself from legal or reputational consequences as well as any resulting
losses. This applies to acts committed by employees of the Group or third parties acting on behalf of the
Group. In this context, guidance has been introduced in particular to ensure more detailed checks and
contractual arrangements governing new and existing business partners and for managing dealings with
officials. In addition, the Group has tightened its rules on providing and accepting gifts and other bene-
fits, such as invitations to meals and entertainment, by employees and third parties acting on behalf of
the Group. The approval process has also been made subject to stricter requirements.
In support of the introduction of the measures described above, Deutsche Börse Group has significantly
expanded its compliance training programme for employees. All employees receive more frequent and
more comprehensive information and training on the latest compliance issues, either at classroom ses-
sions tailored to the area of work of the employees to be trained or through computer-based training
programmes, which test comprehension to ensure training success.
The expansion of the compliance management system also prompted the Group to strengthen the
compliance function by adding new team members: firstly, additional compliance officers have been
deployed at the level of the regulated Group companies, and secondly, there are plans to introduce
compliance officers at other international locations of the Group. By taking these measures, Deutsche
Börse Group will be able to meet further increases in regulatory requirements and expectations.
Financial risks
Deutsche Börse Group classifies its financial risks into credit, market price and liquidity risks (see the
“Financial risks of Deutsche Börse Group” chart). At Group level, these risks account for about 24 per
cent of the entire risk profile (since liquidity risks are not quantified in the EC, this information only in-
cludes credit and market price risk; see
risks primarily apply to the Group’s financial institutions. As a result, the following explanation focuses
on Clearstream and Eurex Clearing AG.
note 36 to the consolidated financial statements). These
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Credit risk
Credit risk describes the danger that a contract partner might not meet its contractual obligations, or not
in full. Measurement criteria include the degree to which the credit line has been used, the deposited
collateral, as well as concentration risk. Clearstream and Eurex Clearing AG often have short-term claims
against contract partners totalling several billion euros overall, but these are usually be secured by col-
lateral deposited by the market participants. The Group tests credit risk coverage by means such as ex-
amining how resilient the Group would be if its biggest counterparty were to default, among other ways.
In addition, it regularly assesses the reliability of emergency plans for Clearstream and Eurex Clearing AG
in the case of credit defaults.
Furthermore, Clearstream Banking S.A. is exposed to credit risk arising from its strategic securities lend-
ing transactions (ASLplus). Only selected banks act as borrowers. All borrowing transactions are fully
collateralised. Only selected bonds may be used as collateral; these must be rated at least A+ by the
Standard & Poor’s (S&P) rating agency or the equivalent from other agencies. In the case of short-term
securities without individual ratings, the issuers must be rated at least A–1.
Clearstream grants credits to its customers in order to make settlement more efficient. This type of
credit business is, however, fundamentally different from the classic lending business. Firstly, credit
is extended solely on a very short-term basis, normally for less than a day. Secondly, it is largely
collateralised and granted to highly creditworthy clients. Furthermore, the credit lines granted can
be revoked at any time.
According to its terms and conditions, Eurex Clearing AG only enters into transactions with its clearing
members. Clearing mainly relates to defined securities, rights, derivatives and emission allowances, that
are traded on specific stock exchanges. Eurex Clearing AG also offers this service for some over-the-
counter (OTC) products such as interest rate swaps and forward rate agreements. It serves as an inter-
mediary between the parties to the transaction ( central counterparty) in order to reduce its customers’
credit risk by offsetting receivables. Clearing members deposit collateral with Eurex Clearing AG to re-
duce their reciprocal default risk.
To date, no default by a borrower with a secured credit line has resulted in material financial losses.
Deutsche Börse Group continues to view the probability that one of its borrowers could become insolvent
and that this could lead to losses for the Group as low. It considers the impact of such an event to be
Financial risks of Deutsche Börse Group
Financial risks
Credit
Market price
■ For collateralised and uncollateralised
■ For securities
Liquidity
■ Customer default
customer credits
■ For collateralised and uncollateralised
cash investments
■ In securities lending
■ Outstanding liabilities
■ Participation in clearing fund
■ When managing pension provisions
■ Payment obligations
■ Repayment of customer deposits
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Deutsche Börse Group corporate report 2013
low if the credit line in question is collateralised and medium if it is uncollateralised. The probability of
a counterparty to an uncollateralised credit defaulting is considered to be very low. The highest-profile
defaults in recent years include MF Global in 2012 and Lehman Brothers International (Europe) in 2008.
In both cases, the safeguards worked, so that neither Clearstream nor Eurex Clearing AG suffered a
financial loss. The following
“Reducing credit risk” section outlines how credit risk is reduced.
Credit risk can also arise from cash investments. The Treasury department is responsible here, and
has Group-wide authority. Treasury largely makes collateralised investments of funds blonging to Group
companies as well as Clearstream and Eurex Clearing AG customers. To date, counterparty default has
not led to any material loss for the Group for either collateralised or uncollateralised investments. The
probability the default of a counterparty to an uncollateralised cash investment could lead to al loss is
considered to be low, although the financial loss itself could be significant.
The financial impact of several large, systemically important banks defaulting simultaneously could be
substantial. The probability of this scenario occurring is considered to be very low.
Reducing credit risk
Clearstream and Eurex Clearing AG assess the creditworthiness of potential customers resp. counterpar-
ties of an investment before entering into business relations. The two companies do this in the same way:
they determine individual customers’ credit lines based on regular creditworthiness checks, which they
supplement with ad hoc analyses if necessary. They define haircuts for securities posted as collateral
according to the risk involved, and continually review their appropriateness. Clearstream includes all
relevant risk factors when determining haircut and the margin and allows a specific deduction to each.
The total haircut is calculated by adding together the individual margins for the relevant risk factors.
In order to identify potential concentration risks from individual counterparties, Clearstream further ana-
lyses the VaR at the level of the Clearstream Holding group. For this purpose, credit risk VaRs are calcu-
lated at the level of individual counterparties and compared to the overall credit risk VaRs. Due to its
business model, Clearstream focuses almost exclusively on financial sector customers. However, there
is no material concentration of credit risk on any individual counterparty.
Given the size and volatility of its clients’ liabilities, Eurex Clearing AG has developed a leading-edge
collateral management system, which is described in detail in the following section.
Safety for both, participants and the clearing house
Each clearing member must prove that it has capital equal to at least the amount that Eurex Clearing AG
has defined for the different markets. The amount of capital for which evidence must be provided de-
pends on the risk. In order to mitigate Eurex Clearing AG’s risk that clearing members might default be-
fore setting open transactions, clearing members are obliged to deposit collateral in the form of cash or
securities (margins) on a daily basis and, if required, to meet additional intraday margin calls.
Eurex Clearing AG only permits securities with a high credit quality to be used as collateral. It continually
reviews what collateral it will accept and covers market risk using corresponding haircuts with a con-
fidence level of at least 99.9 per cent. It applies a further haircut to collateral from issuers in high-risk
countries or excludes them from being furnished as collateral altogether. The risk inputs are checked
regularly, and the safety margins are calculated daily for each security. In addition, a minimum safety
margin applies to all securities.
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The margins are calculated separately for clearing member accounts and client accounts. Gains and
losses which result from intraday changes to the value of financial instruments are either settled in cash
by the counterparties (variation margin) or deposited with Eurex Clearing AG as collateral by the seller
due to the change in the equivalent value of the item (premium margin). In the case of bond, repo, or
equity transactions, either the buyer or the seller is collected from the margin (current liquidating margin),
depending on how the purchase price performs compared to the current value of the financial instru-
ments. The purpose of these margins is to offset gains and losses.
In addition, Eurex Clearing AG protects itself before default by a clearing member against any risk that
the value of the positions in the latter’s account will deteriorate in the period before the account is settled
by obtaining additional collateral. This additional collateral is called additional margin in risk-based mar-
gining and initial margin in the Prisma method (portfolio-based risk management). The target confidence
level here is at least 99.0 per cent. Eurex Clearing AG checks regularly whether the margins match the
requested confidence level and currently calculates the margins using both risk-based margining and the
Prisma method. The new Prisma method is already available for a variety of products and the intention
is for it to fully replace risk-based margining over time. It takes into account the clearing member’s entire
portfolio and takes historical and stress scenarios into account when calculating the margin require-
ments. The objective is to cover market fluctuations for the entire liquidation period until the account
is settled.
In addition to the margins for current transactions, each clearing member contributes to a clearing fund
depending on its individual risk profile. This fund is jointly liable for the financial consequences of a de-
fault by a clearing member to the extent that this cannot be covered by the member’s individual margin,
its own contributions to the clearing fund and Eurex Clearing AG’s retained earnings. Eurex Clearing AG
has set up a separate clearing fund for clearing credit default swaps (CDSs). Eurex Clearing AG uses
regular stress tests to check whether its clearing funds match the risks. This involves subjecting all
current transactions and their collateral to market price fluctuations at a confidence level of at least
99.9 per cent. In order to be able to determine potential losses in excess of a clearing member’s individ-
ual margins, the impact of a potential default on the clearing fund is simulated. Eurex Clearing AG has
defined limits which, when exceeded, trigger an immediate adjustment to the scope of the clearing fund
if necessary. The following lines of defence are available in case a clearing member is unable to meet
its obligations to Eurex Clearing AG due to delays or defaults:
First, the outstanding positions and transactions of the clearing member concerned can be netted
and/or closed from a risk perspective by entering into appropriate back-to-back transactions, or they
can be settled in cash.
Any potential shortfall that might be incurred in connection with such a closing or cash settlement,
as well as associated costs, would be covered in the first instance by the collateral provided by the
clearing member concerned. As at 31 December 2013, collateral amounting to €46,133.5 million
had been provided for the benefit of Eurex Clearing AG. This collateral balanced the risk of a clearing
member’s default amounting to €34,840.4 million.
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Deutsche Börse Group corporate report 2013
After this, the relevant clearing member’s contribution to the clearing fund would be used to cover the
open amount. The contributions made range from €1 million to €92 million.
Any remaining shortfall would initially be covered by a contribution to the clearing fund by Eurex Clear-
ing AG. Eurex Clearing AG’s contribution amounted to €50.0 million as at 31 December 2013.
Only then would the other clearing members’ contributions to the clearing funds be used proportion-
ately. As at 31 December 2013, the volume of Eurex Clearing AG’s clearing fund stood at €1,597.2 mil-
lion. After increasing the provision for the clearing fund, it amounted to €2,671.3 million as at
31 January 2014. After the contributions have been used in full, Eurex Clearing AG can request addi-
tional contributions from each clearing member, which can be up to twice as high as their original
clearing fund contributions.
Ultimately, a letter of comfort has been issued by Deutsche Börse AG. In it, Deutsche Börse AG states
that it would provide Eurex Clearing AG with up to €700 million to cover any remaining losses. The
letter of comfort may only be used for losses from on-exchange transactions.
Finally, in the case of a shortfall the remaining equity of Eurex Clearing AG would be used.
In the event of a counterparty default the Default Management Process (DMP) is triggered. Its purpose
is to assess the positions of the defaulting participant. These are classified into recovery groups, based
on criteria such as joint saleability or their joint pricing, in order to treat similar positions in a similar
manner. In the case of payment default, each of these recovery groups is transferred to other participants
via an auction. When the DMP is initiated, the clearing fund is also segmented according to the recovery
groups based on the margin requirements. If a clearing member defaults, to recover the position first,
only the specific segment according to the liquidation groups of the clearing fund is used to bear the
losses. At the same time, a committee of market experts (Default Management Committee) meets to
advise and support Eurex Clearing AG.
There have been three defaults of Eurex Clearing AG’s clearing members to date: Gontard & MetallBank,
Lehman Brothers and MF Global. In all cases, all outstanding positions could already be closed at the
closing or cash settlement (first line of defense). In addition, the majority of collateral could be trans-
ferred back to its owners.
Deutsche Börse Group reduces its risk when investing funds belonging to Group companies as well
as client funds by distributing investments across multiple counterparties, all with a high credit quality,
by defining investment limits for each counterparty as well as by primarily investing funds in the short
term and in collateralised form if possible. Investment limits are established for each counterparty on the
basis of regular credit checks and using ad hoc analyses, as necessary.
Stress tests are calculated for Clearstream and Eurex Clearing AG to analyse scenarios such as the im-
pact if their largest client were to default. The figures determined in this way are compared with the lim-
its defined as part of the risk-bearing capacity. In addition, the impact of several clearing counterparties
defaulting at the same time is calculated for Eurex Clearing AG. A special stress test examines Clear-
stream Banking S.A.’s credit risk exposure from the settlement procedure with Euroclear. Moreover, in-
verse stress tests are calculated to determine the number of clients that would have to default for losses
to exceed the risk cover amount. The results can lead to further analyses and measures to reduce risk.
In the 2013 financial year, no Clearstream and Eurex Clearing AG as going concerns were identified in
the course of the stress test calculations.
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Generally, Deutsche Börse Group records various risk indicators, in addition to the risk measures EC and
the earnings at risk and the stress tests performed, that measure credit risk. These include the extent to
which individual clients use their credit lines and credit concentrations.
Market price risk
Market price risks result from operations in the case of interest rate or currency fluctuations. Deutsche
Börse Group measures these risks using earnings-based sensitivity analyses for extreme interest rate or
exchange rate fluctuations. It avoids open currency positions whenever possible. Additional market price
risks can result from ring-fenced plan assets within Deutsche Börse Group (Contractual Trust Agreement,
Clearstream pension plan in Luxembourg). The Group increased the proportion of fixed-income securities
in its portfolio in 2013 in order to further reduce market price risk. The probability of significant market
price risk is low, and the Group also considers the impact to be low. Clearstream and Eurex Clearing AG
perform regulatory stress tests on the market price risk. However, since these market price risks are not
substantial, no further stress tests are performed beyond those prescribed by the regulators.
Liquidity risk
Liquidity risk applies if a Deutsche Börse Group company is unable to meet its daily payment obligations
or only in return for increased refinancing costs. Operational liquidity requirements are met primarily by
internal financing, by retaining funds generated. The aim is to retain liquidity in the amount of operating
costs for one quarter; target liquidity currently ranges from €150 to €250 million. A Group cash pool
also exists which pools excess liquidity to the extent that this is permissible from a regulatory and legal
perspective. Liquid funds are invested exclusively in the short term in order to ensure that they are
available. Short-term investments are also largely secured by liquid bonds from first-class issuers.
Deutsche Börse AG has access to short-term external sources of financing, such as agreed credit lines
with individual banks or consortia, and a commercial paper programme. In order to cover its structural
financing needs, Deutsche Börse AG has used its access to the capital market to issue corporate bonds
in recent years.
Clearstream’s investment strategy aims to be able to repay customer deposits at all times. Accordingly,
liquidity limits are set carefully. In addition, extensive sources of financing are available at all times, such
as ongoing access to the liquidity facilities at Deutsche Bundesbank and Banque Centrale du Luxem-
bourg. Clearstream had sufficient liquidity throughout 2013.
Due to its role as a central counterparty, Eurex Clearing AG has strict internal liquidity guidelines. Its
investment policy is correspondingly conservative. Regular analyses ensure the appropriateness of the
liquidity guidelines. Since extending its licence as an investment and credit institution under the Kredit-
wesengesetz (KWG, German Banking Act), Eurex Clearing AG can use Deutsche Bundesbank’s perma-
nent facilities.
The key liquidity risk for Deutsche Börse Group lies in customer default. If a clearing member of Eurex
Clearing AG defaults, its member position is liquidated. If a Clearstream client defaults, the – generally
collateralised and intraday – credit line granted to increase settlement efficiency would be called, and the
collateral provided by the client could then be liquidated. Deutsche Börse Group estimates the probabil-
ity of this risk to be low, with the possibility of medium financial losses. However, in this context, the key
risk lies not in financial losses but in the danger that the Group may not be able to meet its obligations.
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Deutsche Börse Group corporate report 2013
The liquidity risk to which Clearstream and Eurex Clearing AG are exposed is subject to regular stress
tests. Both the sources of liquidity and its use are tested based on defined historic and hypothetical
scenarios. In addition, inverse stress tests are performed to see which additional scenarios would have
to occur for liquidity to be insufficient. Clearstream and Eurex Clearing AG had sufficient liquidity in the
stress tests at all times in 2013.
Business risk
Business risk reflects the fact that the Group depends on macroeconomic developments and is influ-
enced by other external events, such as changes in the competitive environment or regulatory initiatives.
It therefore expresses the Group’s business environment and sector risk. It also includes business strate-
gy risk, i.e. the impact of risks on the business strategy and possible adjustments to it. These business
risks are represented as target /actual comparisons for EBIT, and are monitored constantly by the divi-
sions. Their total weighting for the Group is of about 29 per cent. Business risks may result in revenues
tagging budget projections or in costs being higher.
Competitive environment
Business risk includes the risk that US competitors such as the CME and IntercontinentalExchange (ICE)
derivatives exchanges or the Nasdaq OMX stock exchange, might increase their presence on the Europe-
an trading markets (both on- and off-exchange). Deutsche Börse Group classes such market entry to be
highly probable, but considers its impact to be relatively low.
Aggravated financial and debt crisis
If a peripheral state were to leave the European Currency Union, or if a state were to become insolvent,
this could mean that government bonds would not be redeemed or only would redeemed be in part.
The Group currently views the probability of this risk occurring as low, and the possible consequences
as low. A reduction in client trading activity and a related reduction in revenue from the trading business
represent a continued risk for the Group.The Group now considers the probability of this risk occurring
to be low.
Deutsche Börse Group simulates different scenarios in stress tests. The scenarios simulate the simulta-
neous occurrence of different business risks, such as the negative effects of stronger competition along-
side reduced business due to new regulations.
New regulatory requirements
The risk arising from new regulatory requirements could significantly reduce trading volumes in the cash
and derivatives markets. This means that the planned revision of the Markets in Financial Instruments
Directive (MiFID II) and the Markets in Financial Instruments Regulation (MiFIR) could increase the
Group’s business risks. Facilitating access to European trading centres and clearing houses could lead
to a greater competition and have a negative effect on revenue in the Eurex and Xetra segments.
In response to numerous possible manipulations of interest rates such as the interbank interest rate
LIBOR or the reference interest rate ISDAfix, the EU is planning a regulation on indices used as bench-
marks in financial instruments and financial contracts. The market changes resulting from this could
negatively impact the revenue of the Market Data + Services segment as well as the Eurex marketplace.
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The introduction of a financial transaction tax, which is supported by eleven European states, could
significantly reduce trading activities for both Eurex and Xetra. This would go hand in hand with
lower revenue not only for the marketplaces but also for all post-trading businesses, and hence for
the entire Group.
Deutsche Börse Group assumes a medium probability of occurrence for risks from new regulatory
requirements. The possible financial consequences of these risks are currently classed as medium.
Project risk
Project risks can result from the implementation of ongoing projects (such as the launch of new products,
processes, or systems), which could have a material impact on one or more of the three other risk cate-
gories (operational, financial and business risk). Project risks are not broken down further. It is evaluated
by the GRM and already considered in the initial phase of substantial projects.
For example, the implementation of the TARGET2-Securities settlement system is currently an important
project for Clearstream. CleAR is another key Deutsche Börse Group project. Its goal is to develop an
even more powerful platform for Eurex Clearing AG’s clearing system.
Ongoing monitoring and controls ensure that project risks are continually analysed and evaluated. Ulti-
mately, project risks figure as operational, financial and business risks,which is why they are quantified
within these risk types.
Overall assessment by the Executive Board
Deutsche Börse AG’s Executive Board is responsible for risk management throughout the Group and reg-
ularly reviews the entire Group’s risk situation. Its summary of the situation in 2013 is given here, along
with a final brief look at the coming financial year.
Summary
The past financial year saw additional external risk factors emerge for Deutsche Börse Group’s busi-
ness. The Group identified these factors early on and took appropriate countermeasures. Due to these
measures, Deutsche Börse Group’s risk profile remained stable. However, due to the settlement pay-
ment to OFAC, Deutsche Börse Group suffered from the largest loss event in its history. In the year
under review, Deutsche Börse Group’s risks were always covered by sufficient risk-bearing capacity.
As at 31 December 2013, the EC of Deutsche Börse Group was €1,630 million; this was up by about
one-tenth compared to the previous year (31 December 2012: €1,451 million). Available risk coverage
Key figures of the liquidation principle as at 31 December 2013
Required economic capital
Risk-bearing capacity
Utilisation
Early warning limit
Deutsche Börse
Group
Eurex
Xetra
Clearstream Market Data
+ Services
€m
€m
%
%
1,630
2,395
68
90
574
845
68
90
128
214
60
90
748
1,106
68
90
180
230
78
90
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Deutsche Börse Group corporate report 2013
basically remained constant over the same period at €2,395 million (31 December 2012: €2,407 mil-
lion). The earnings at risk as at 31 December 2013 were €589 million, while risk appetite €840 million,
which compares with adjusted EBIT in 2013. The increase in EC is primarily due to the increase in
Deutsche Börse Group’s operational risk, in particular legal and regulatory risks. However, business
risks in the Group’s core markets tended to decline as the macro-economic dangers tended to decrease.
The Executive Board of Deutsche Börse AG is convinced that the risk management system is effective.
The Board strengthened the system in 2013 and reorganised the business area responsible for it. The
Group-wide strategy to capture and minimise risks, which now focuses more strongly on risk appetite,
forms the basis for internal risk management. It is codified in the three principles described in this report.
Outlook
The Group continuously assesses its risk situation. Based on stress tests, the calculated EC as well as
the risk management system, the Executive Board of Deutsche Börse AG concludes that the available
risk-bearing capacitiy is sufficient. Furthermore, it cannot identify any risk that could endanger the
Group’s existence as a going concern. In addition, the allocated risk appetite limits were observed.
In 2014, the Group intends to further strengthen its Group-wide risk management. For instance, it
plans to extend the default management process currently in place for Eurex Clearing AG not only to
Clearstream but to the entire Group. This will result in a consistent process for the Group’s financial
institutions, and take into account the potential reciprocal effects of a counterparty default.
Moreover, reciprocal effects across the entire Group are to be analysed even better by expanding Group-
wide stress tests so as to permit early identification of substantial risks, or even risks endangering the
Group’s existence as a going concern. Based on the recovery plans for Clearstream and Eurex Clearing
AG that have already been developed, a Group-wide recovery plan will be prepared in 2014. Possible
recovery scenarios, which have so far been viewed in isolation, can then also be analysed at Group level,
and effective counter-measures can be developed. In addition, methods to measure and manage opera-
tional and credit risks are to be refined Group-wide.
Report on opportunities
Organisation of opportunities management
Deutsche Börse Group’s management of opportunities aims to identify, evaluate and assess opportu-
nities as early as possible and to take appropriate measures in order to transform opportunities into
business success.
Deutsche Börse Group evaluates organic growth opportunities both on an ongoing basis over the year
in the individual business areas and systematically at Group level as part of its annual budget plan-
ning process. Suggestions from the Group’s business areas for new products, services, or technologies
serve as the starting point. The process begins with a careful analysis of the market environment. As
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well as customer wishes, it also considers factors such as market developments, competitors and regula-
tory changes. This draws on a range of opportunity development tools such as a strengths and weak-
nesses analyses or inside-out and outside-in approaches.
The ideas for growth initiatives are fleshed out using uniform, Group-wide templates and subjected to
a profitability analysis. Qualitative aspects are documented in the form of a business plan, and expenses
and revenues are projected in detail for several years. The business plan includes information about the
product or service that is to be offered, as well as about target customers and competitors, market size,
barriers to market entry and the positioning of the product or service on the market. It also outlines the
resources required and the implementation approach – including a marketing/sales strategy – and high-
lights potential risks. The profitability analysis is based on absorption costing. A distinction is made
between expense- and expenditure-related variables, thus indicating the effect on both the company’s
income statement and its cash flow statement.
Once the business plan and profitability analysis have been prepared for the individual growth initiatives,
a decision is made as to their implementation. This is made by the Executive Board of Deutsche Börse
AG as part of the annual budget planning process. The Executive Board starts by setting the budget
available for growth initiatives, which depends on general business performance. This budget is then
allocated to the individual business areas on the basis of various factors (such as a business area’s con-
tribution to Group EBIT). The relevant growth initiatives within the business areas are then prioritised.
Prioritisation is based on the profitability analysis. It also takes risks into account and assesses the
contribution of individual growth initiatives to the business area’s and Group strategy. Economies of
scope, i.e. the benefits offered by a growth initiative to several business areas, also play a role in the
prioritisation of growth initiatives. The initiatives that make the highest value contribution and that can
be financed within the scope of the budget allocated to the business area are selected by the Executive
Board and incorporated into the budget.
Budgeting for growth initiatives involves reserving a full-year budget in the form of expenditures and ex-
penses for each selected growth initiative included in the investment portfolio. The budget is approved
by the Executive Board of Deutsche Börse AG in the course of the year and is broken down into project
phases. This ensures that funding approval is linked to project progress and that projects are reviewed
regularly. It also gives the Executive Board the opportunity to adjust the deployment of the funds re-
served for the year as a whole and to react to general business performance – if required, new growth
initiatives can be approved and budgeted in the course of the year, for example.
Monitoring of growth initiatives during the intraperiod budget approval process is facilitated by regular
reporting. Deutsche Börse AG’s Executive Board receives a monthly report on the status and progress of
initiatives currently being implemented. The report is coordinated by central functions in cooperation
with the individual projects from the business areas and compares planned costs and revenues with ac-
tual budget utlilisation and the revenues actually generated. In addition, financial planning is adjusted,
forecasts are updated and changes to the scope of the project are made transparent. In addition, checks
are used to establish whether milestones have been reached and project-specific risks and the counter-
measures taken are described. Project management and the supporting central functions comment on
the status of the project for the Executive Board.
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Deutsche Börse Group corporate report 2013
Organic growth opportunities
In terms of organic growth opportunities, Deutsche Börse Group makes a basic distinction between
structural and cyclical opportunities. Structural opportunities arise, for example, as a result of reg-
ulatory changes or new customer requirements, and can be influenced directly by the company.
Cyclical opportunities, which are driven by macroeconomic changes, cannot be influenced directly
by the company.
Structural growth opportunities
Deutsche Börse Group is currently focusing on structural growth opportunities relating to OTC deriva-
tives clearing, collateral and liquidity management, and further expansion in Asia.
Clearing of OTC derivatives (Eurex)
The liquidity problems experienced by major market participants during the financial crisis were triggered
by the non-settlement of bilateral over-the-counter (OTC) transactions that were entered into on an un-
secured basis. In light of this, the leading industrialised nations (G20) agreed to create an effective regu-
latory environment to make off-exchange derivatives transactions more transparent and more secure. In
response, the European Union has developed the European Market Infrastructure Regulation (EMIR),
which is aimed at regulating OTC trading with derivatives. EMIR includes the following regulatory re-
quirements:
an obligation to clear standardised OTC derivatives transactions using a central counterparty
special risk management requirements for transactions in non-standardised derivatives
an obligation to report the transactions to a trade repository
EMIR entered into force on 16 August 2012 and is currently being implemented. To help market par-
ticipants meet its requirements, Eurex Clearing has developed a central counterparty for clearing OTC
derivatives transactions; this is known as “EurexOTC Clear” and has been available to the market
since 13 November 2012. This offering, which may later be extended to other asset classes, is aimed
primarily at institutional customers and their interest rate derivatives transactions (interest rate swaps).
It focuses in particular on security and efficiency, allowing customers to gain the full benefit of Eurex
Clearing’s risk and collateral management services for their OTC transactions as well. By the end of
2013, a total of 32 clearing participants and over 120 institutional investors had registered for the
offering. Several delays in drafting and implementing the EMIR regulation have also delayed the effec-
tive date of the clearing obligation. At the time of publication of this management report, the company
expects it to enter into force at the end of 2014 or at the beginning of 2015.
Collateral and liquidity management (Clearstream)
The collateral and liquidity management offering developed as part of the Global Liquidity Hub growth
initiative enables Clearstream to help its customers cope with the structural changes they are facing,
such as those resulting from the additional liquidity requirements under Basel III and the new clearing
obligations under EMIR. The Global Liquidity Hub allows banks to use the assets that Clearstream holds
in custody on their behalf more efficiently across different platforms and countries. Since this is a key
issue worldwide, Clearstream markets its collateral management system to third parties and has entered
into corresponding outsourcing agreements with various market infrastructure operators around the world.
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This service – the Liquidity Hub GO (Global Outsourcing) – is at different stages of development with
Clearstream’s international partners. In addition to central securities depositories, Clearstream has also
signed agreements with custodian banks to allow them to benefit from Clearstream’s collateral manage-
ment expertise. By the end of 2013, four central securities depositories (CSDs) – from Brazil, Australia,
Spain and South Africa – had been connected to the Liquidity Hub GO. Moreover, letters of intent have
been signed with other exchanges and CSDs, among others in Singapore and Canada. In addition to
CSDs and exchanges, several custodian banks, such as BNP Paribas, Standard Chartered and Citibank,
are also in the process of being connected.
Expansion in Asia
In addition to growth in OTC and unsecured markets, the Group is focusing on expanding its business in
growth regions. A particular emphasis is on Asia, where the Group is already successfully represented by
Clearstream subsidiaries in particular. Among other things, Clearstream has operated a permanent estab-
lishment in Singapore since 2009, which has its own banking licence. The company expects further
growth in Asia in areas such as collateral and liquidity management. The Group has already achieved in-
itial successes in this area by connecting the Australian Stock Exchange to the Global Liquidity Hub and
by signing an agreement with the Singapore Exchange (SGX).
After successfully positioning Clearstream in Asia, it is the Group’s declared aim to clearly increase the
proportion of Asian products and customers in other business areas as well in the medium term. In the
Eurex segment, the focus to date has been on product alliances and on connecting participants to the
global network. One example is the successful partnership Eurex entered into with the Korea Exchange
(KRX): products based on Korea’s benchmark KOSPI index have been traded on Eurex since 2010. The
cooperation agreement entered into with TAIFEX, the Taiwan Futures Exchange, in 2013 follows this ex-
ample. What is more, Eurex acquired a 5 per cent interest in TAIFEX in order to strengthen this strategic
product partnership. Through its subsidiary EEX, Deutsche Börse Group acquired a majority interest in
Cleartrade, a Singapore-based futures exchange, at the beginning of 2014. The Group also plans the
setup of a local clearing infrastructure for the derivatives area in order to support the growth within
the Asian region. Asia also offers growth opportunities for the Market Data + Services segment – for
example, the Bombay Stock Exchange (BSE) has used Deutsche Börse Group’s derivatives trading tech-
nology since the end of 2013. In addition, the Group has systematically expanded its offering of indices
on Asian underlyings, such as the STOXX China Total Market indices, and won further customers for
its broad range of index products.
Market data and IT
The Group is also planning further growth by selling capital market data and solutions. The aim is to
give STOXX®, which is already established as an index provider in Europe, a more global reach so that
other indices can be developed and marketed worldwide alongside the DAX and STOXX index families.
Diversifying the range of indices aims to tap into new customer groups, both within Europe and in Asia
and America. For example, in 2013 STOXX expanded its offering for Chinese investors, firstly, by launch-
ing new indices such as the STOXX® China A 50 Equal Weight index and secondly, by entering into a
licence agreement with a Chinese issuer, which will allow investors in China to also invest in the EURO
STOXX® 50. In addition, the Group is planning to increase external marketing of its internally developed
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Deutsche Börse Group corporate report 2013
trading, clearing and collateral management technology to third parties in order to win further customers
above and beyond its existing alliances. In the fourth quarter of 2013, the new T7 trading infrastructure
was successfully ported to the Bombay Stock Exchange’s derivatives market; the Xetra technology is
already used by the exchanges in Vienna, Prague, Ljubljana, Budapest, Dublin and Sofia, as well as
in Malta and the Cayman Islands.
“Expected net revenue contribution by structural growth opportunities in 2017” table details the
The
financial potential of the three growth initiatives described above. Please note that the additional net
revenue is expected in 2017.
Other structural growth opportunities
In addition to these initiatives, the Group has identified a number of other structural factors that should
have a positive impact on business success.
In January 2014, agreement was reached at a European level on the MiFID II Directive: among other
things, OTC derivatives transactions will in future have to be settled via organised trading facilities, a
requirement that is expected to benefit Eurex. In addition, it was resolved to limit the volume of equi-
ties traded in dark pools. The Group expects this restriction to have a positive impact on the volumes
traded on Xetra.
Risk management is becoming more important as a consequence of the financial crisis. The company
expects market participants to make greater use of Eurex Clearing’s clearing services to net out trans-
actions in different asset classes and hence to eliminate counterparty risk.
As a result of the European legal and administrative framework relating to certain undertakings for
collective investment in transferable securities (UCITS III), the company expects that traditional invest-
ment funds will increasingly include derivatives in their portfolio strategies. This could result in addi-
tional business for the Eurex segment.
For Clearstream’s post-trade activities, the company anticipates that, in the long term, companies will
increasingly raise capital through equity and debt financing on the capital markets. This is related to
the higher capital and liquidity requirements for banks and the resulting negative impact on the total
volume of available credit. For Clearstream, this could have a positive effect on custody volumes, espe-
cially in the international bond segment. In addition, given the growing internationalisation of the capi-
tal markets, the company is continuing to expect a sharper rise in the volume issued internationally
compared with national bond issues.
Expected net revenue contribution by structural growth opportunities in 2017
Structural growth opportunities
Description
Expected additional
net revenue
Probability1)
OTC derivatives clearing
Clearing services for OTC derivatives trading in response to
regulatory requirements (EMIR)
Approximately
€50 to €100 million
Collateral and liquidity
management
Expansion in Asia
Market data and IT
Expansion of collateral and liquidity management services
on a global basis; positive effects of these services on
Clearstream’s core business
Further expansion in growth markets in Asia, especially in the
Clearstream and Eurex segments
Approximately
€100 million
Approximately
€100 million
Globalisation of index provider STOXX
Intensified marketing of IT solutions to external customers
Approximately
€50 to €75 million
High
High
High
High
1) See the
“Description of risks” section for an explanation of the terms.
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Cyclical opportunities
In addition to structural growth opportunities, Deutsche Börse Group has cyclical opportunities, for
example as a result of positive macroeconomic development. Although the company cannot influence
these directly, they could lift Deutsche Börse Group’s net revenue and consolidated net income signifi-
cantly in the medium term:
In the cash and derivatives market segments (Xetra and Eurex), sustained positive economic develop-
ment, an improvement in the situation of the southern EU member states, a lasting rise in investor
confidence in the capital markets and, as a result, a renewed rise in risk appetite among market partici-
pants, as well as greater stock market volatility, could stimulate trading activity by market participants
and boost trading volumes.
The volumes of interest rate derivatives traded on the Group’s derivatives markets could rise as a result
of increasing speculation about trends in long-term interest rates for German and other European gov-
ernment bonds, if key interest rates actually rise and if the spread between the various European
government bonds continues to narrow.
In the post-trade segment, Clearstream, a reduction in the liquidity supplied by the central banks could
encourage bond issuance and lead to an increase in custody volumes. Moreover, this could increase
demand for Clearstream’s range of collateral and liquidity management services. Net interest income
from banking would benefit from a rise in short-term interest rates in the euro zone and the USA.
In the market data business, an increase in the number of employees at companies active on the
financial markets could lead to growing demand for data packages.
External growth opportunities
In addition, the company regularly explores external growth opportunities, which are subjected to the
same kind of stringent analysis as its organic growth initiatives. For this reason, only a small number of
the opportunities analysed are ultimately realised. Examples of external growth in the past few years in-
clude the acquisition of all the shares of Eurex from SIX Group AG and of a majority interest in the Euro-
pean Energy Exchange, as well as the increased stake in the index provider STOXX Ltd. Deutsche Börse
Group is also open to alliances and equity investments in Asia – examples can be found in the
“Eurex
segment” and “Clearstream segment” sections. In general, however, given that the company already
offers a very comprehensive range of products and services along the entire value chain, its focus is
squarely on leveraging organic growth opportunities.
Report on expected developments
The report on expected developments describes how Deutsche Börse Group is expected to perform in
financial year 2014. It contains statements and information on events in the future and is based on
the company’s expectations and assumptions at the time of publication of this report. In turn, these are
subject to known and unknown opportunities, risks and uncertainties. Numerous factors influence the
Group’s success, its business strategy and financial results. Many of these factors are outside the com-
pany’s control. Should opportunities, risks, or uncertainties materialise or one of the assumptions made
turn out to be incorrect, the actual development of the Group could deviate either positively or negatively
from the expectations and assumptions contained in the forward-looking statements and information
contained in this report on expected developments.
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Development of the operating environment
Deutsche Börse Group anticipates that the economy will grow moderately worldwide during the forecast
period. In the case of the emerging markets, the Group expects that countries with a current account
surplus will continue to expand at an above-average rate and that the exchange rate turbulence observed
in some emerging markets at the beginning of 2014 will not escalate into a serious crisis. Moreover,
the Group expects that economic growth in the industrialised nations will also pick up again following
a number of difficult years in the wake of the financial crisis. With respect to Europe, the Group is fore-
casting that the economic situation will improve on the back of the clear increase in growth expected for
Germany in particular. In view of this essentially positive situation, the company expects market partici-
pants to regain confidence in the capital markets. However, currently uncertain factors such as the credit
quality and liquidity of individual euro zone states, the budgetary situation in the USA, the monetary pol-
icy adopted by the central bank, or a crisis in confidence in the currencies of certain emerging market
countries could unsettle the markets again. As regards interest rate trends, the Group does not expect
to see any fundamental departure from the current low interest rate policy in Europe, whereas a trend
reversal might occur in the USA already in 2014.
In its forecast of economic development for 2014 published in January 2014, the International Mone-
tary Fund (IMF) predicts an increase of around 1.0 per cent in the euro zone and growth of around
1.6 per cent in Germany. The difference between the euro zone and Germany is a result of only slight
growth in countries such as France, Italy and Spain. Expectations for the United Kingdom and the
United States are significantly higher than for the euro zone. In 2014, the economy is forecast to grow
by around 2.4 per cent in the UK and by around 2.8 per cent in the US. The highest growth by far
in 2014 – approximately 7 per cent – is again expected in Asian countries (and especially China) in
anticipation of high domestic demand. Given the extremely varied estimates for the different economic
regions, global economic growth is projected to be around 3.7 per cent in 2014.
Governments and central banks are currently working on strengthening regulation of the financial
markets to further stabilise the financial sector and prevent future crises of this degree of severity. The
measures envisioned, and in some cases already initiated, range from revising the legal framework
for banking business and capital requirements to improving financial market supervision (for more in-
formation, please see the
For Deutsche Börse Group’s customers, the impact of these far-reaching regulatory reform projects on
market structures and business models is difficult to gauge accurately at present. Deutsche Börse antici-
pates that this uncertainty will continue to weigh on the business activities of market participants
during the forecast period. For the Group itself, the different regulatory projects will have both positive
and negative consequences. Overall, however, the company sees the changing regulatory environment
report on opportunities for further details.
as an opportunity to expand its business further, see the
“Regulatory environment” section of this report on expected developments).
Regulatory environment
Introduction
One consequence of the global financial market crisis is that work is now underway at an international
level on regulatory initiatives in a wide variety of areas, with the aim of creating a more transparent,
more stable and fair financial system in line with the G20’s objectives. The main focus is on regulation
of the supervisory structure, recovery and resolution plans, new regulations for the financial market
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infrastructure and for banks, and the settlement of securities, derivatives and other financial instruments.
The latter initiatives have been integrated into the regulatory projects for financial market infrastructures
(e.g. restrictions on high-frequency trading or a central clearing obligation for derivatives) and are only
supplemented by separate regulatory projects in selected areas (e.g. the revision of European Securities
Law Legislation).
Regulation of supervisory structures
Supervisory structures have changed as a result of tighter regulation: the European supervisory authori-
ties created on 1 January 2011 – ESMA (European Securities Markets Authority), EBA (European Bank-
ing Authority) and EIOPA (European Insurance and Occupational Pensions Authority) – as well as the
European Systemic Risk Board now play a much more significant role, while the scope for decisions at
national level has declined.
The goal is to further harmonise the supervisory practices in the EU in future and to structure them as
a “banking union”. In the first step, supervision over the approximately 130 largest banks with inter-
national operations will be transferred directly to the European Central Bank (ECB) in November 2014
(Single Supervisory Mechanism, SSM). The EU adopted the SSM Regulation on 15 October 2013.
Under the SSM, the ECB will assume responsibility in principle for banking supervision in the euro
zone; states outside the euro zone have the option to join the supervisory mechanism. However, the
ECB will only lay down supervisory principles, harmonise interpretation decisions and coordinate the
national supervisory authorities. In preparation for this, the selected institutions will be subjected to
intensive quantitative analyses and stress tests as a basis for developing the appropriate supervision
strategy for the future. Clearstream Banking S.A. meets the quantitative criteria and has been selected
for ECB supervision because of its key role in Luxembourg. Thanks to its business model and fundamen-
tally risk-averse business strategy, it regards itself as well positioned for the upcoming ECB analyses and
the future supervisory regime.
Furthermore, the recovery and resolution mechanism for banks in distress is to be harmonised and
a European fund financed by the banks is to be created (Single Resolution Mechanism, SRM). On
10 July 2013, the European Commission submitted a draft SRM regulation. The legislative process is at
an advanced stage and the regulation is currently expected to be adopted by the middle of 2014. The
SRM is set to enter into force on 1 January 2015 and will cover all countries participating in the SSM.
The third measure making up the banking union is common deposit protection; the European Commis-
sion submitted a proposal for this in July 2013. The legislative process is expected to be completed by
the middle of 2014.
Recovery and resolution plans
Banks
In October 2011, the Financial Stability Board (FSB) adopted the Key Attributes of Effective Resolution
Regimes for Financial Institutions (Key Attributes), which are aimed at resolving systemically important
institutions in an orderly manner without loss to the public purse. The heads of state and government
of the G20 countries have undertaken to implement the Key Attributes.
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Deutsche Börse Group corporate report 2013
At a European level, the European Commission published a proposal on 6 June 2012 for a directive of
the European Parliament and the European Council defining a framework for the recovery and resolution
of credit institutions and securities firms (Bank Recovery and Resolution Directive, BRRD). The directive
is expected to incorporate material components of the Key Attributes and to be enacted in spring 2014.
In anticipation of the expected European regulation, Germany passed the Gesetz zur Abschirmung
von Risiken und zur Planung der Sanierung und Abwicklung von Kreditinstituten und Finanzgruppen
(German Act on Ringfencing and Recovery and Resolution Planning for Credit Institutions and Financial
Groups) on 7 August 2013. On the basis of this act, Clearstream Banking AG and Eurex Clearing AG
have been classified as a “potential systemic risk”.
Financial market infrastructure providers
Provision is also being made for recovery and resolution plans for financial market infrastructure provid-
ers such as central securities depositories (CSDs), central counterparties, central trade repositories and
securities settlement services. In this context, back in July 2012, the Committee on Payment and Settle-
ment Systems (CPSS) and the International Organization of Securities Commissions (IOSCO) had jointly
invited consultation on their initial thoughts, which in turn complement the “Principles for Financial
Market Infrastructures” (PFMI) published in April 2012. In August 2013, a revised and expanded ver-
sion was submitted to market participants. However, a draft legislative text is not yet available and is
not expected before the middle of 2014.
At EU level, the European Commission in 2012 explained its thinking on a possible framework for the
recovery and resolution of financial market infrastructures. However, given that the international debate
is still ongoing, the Commission is not expected to release a draft text of the regulation before the middle
of 2014.
Market infrastructure regulation
With respect to the changes to the regulatory framework, three EU legislative packages are of central rel-
evance to Deutsche Börse Group, in addition to a large number of smaller initiatives: the current revision
of the Markets in Financial Instruments Directive (MiFID), the regulation by the European Parliament and
the European Council on OTC derivatives, central counterparties and trade repositories (European Market
Infrastructure Regulation, EMIR) and the regulation on central securities depositories (CSD Regulation).
MiFID
The European Commission has revised MiFID and published the resulting draft at the end of 2011. The
revision is aimed at increasing the transparency and integrity of the markets and at further strengthening
investor protection, among other things in the light of the financial market crisis. In addition, the Euro-
pean Commission is planning to take measures to regulate high frequency trading and to increase com-
petition, particularly in the area of derivatives trading and clearing. The EU states agreed this initiative
in principle in January 2014. It is expected to be formally adopted in the spring of 2014. Some of the
rules will become directly applicable throughout the EU in the form of a regulation (MiFIR). The modified
regulatory framework will only be applicable as from 2017. The regulations initially proposed by the
European Commission would create both opportunities and risks for Deutsche Börse Group (see the
report on opportunities and risks)
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EMIR
The regulation by the European Parliament and the European Council on OTC derivatives, central coun-
terparties and trade repositories entered into force in August 2012. Among other things, it mandates the
use of central counterparties (CCPs) for settling a greater number of derivatives transactions. In addition,
it requires OTC derivatives to be registered in trade repositories, which are in turn monitored by ESMA.
report on opportunities). However, the additional importance placed on central counterpar-
For Deutsche Börse Group, this provides an opportunity to expand its clearing offering to OTC derivatives
(see the
ties in Europe also entails increased capital requirements for CCPs. For Eurex Clearing AG, Deutsche
Börse Group’s central counterparty, the Group expects an additional capital requirement of more than
€100 million. For this reason, an amount of €110 million was appropriated to the reserves in January
2013. Eurex Clearing AG submitted its application for authorisation as a central counterparty on
1 August 2013. Deutsche Börse Group expects the authorisation to be granted and consequently for
EMIR to apply to Eurex Clearing in practice in the second quarter of 2014. Further gradual adjustments
to capital requirements may be made once the authorisation has been granted. In addition to Eurex
Clearing AG, the obligation to obtain authorisation also applies to European Commodity Clearing AG,
the clearing company for EEX-traded products, which will be consolidated with effect from 2014.
REGIS-TR S.A., one of four central trade repositories authorised by ESMA in November 2013, also
belongs to Deutsche Börse Group.
CSD regulation
With the CSD regulation, the European Commission aims to create a uniform European regulatory
framework for central securities depositories for the first time. The Commission submitted a proposal
for this in March 2012, and the measures are expected to be passed in the first quarter of 2014. It
is currently assumed that securities settlement systems and supervisory rules for central securities de-
positories will be harmonised throughout Europe. This will strengthen Clearstream’s business model,
because the provision of integrated banking services will still be permitted.
Other regulatory initiatives with an impact on financial market structures
Other initiatives expected for 2014 are a revision of European Securities Law Legislation (SLL) as well
as the fifth revision of the directive on undertakings for collective investment in transferable securities
(UCITS) and the implementation of the Directive on Alternative Investment Fund Managers (AIFM) in
Germany. It is not possible at present to gauge the impact on Clearstream’s business activities.
Banking regulations
The regulatory initiatives for banks currently focus on the Basel III regulations, which have been imple-
mented in the EU in combination with other rules as part of the CRD IV package. Internationally, the
Basel III regulations are already undergoing further development by the Basel Committee on Banking
Supervision (BCBS). Furthermore, a group of experts led by Erkki Liikanen, governor of the Bank of Fin-
land, has prepared a report for the EU on necessary reforms of the banking sector that was published in
October 2012 (Liikanen Report). As a consequence, work is currently under way on the limited intro-
duction of a separated banking system.
Basel III/CRD IV
In particular, Basel III includes a revised definition of capital, additional risk buffers for expected losses,
the introduction of anticyclical capital buffers, the introduction of a leverage ratio (put simply, a mini-
mum ratio of capital to unweighted total assets plus off-balance sheet risk positions), stricter liquidity
management requirements and closer monitoring of liquidity positions by supervisory authorities (in par-
ticular the introduction of two quantitative minimum ratios for short-term and medium-term liquidity).
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Deutsche Börse Group corporate report 2013
The regulatory framework is planned to be introduced in several stages in the period up to 2019. During
the transition process, certain subareas, which have been developed successively since 2012, and in
some cases have already been completed, will be reviewed and, if necessary, modified. The Basel III
package also comprises a general revision of the capitalisation requirements for exposures to central
counterparties.
In the EU, the Basel III regulations, together with other issues such as corporate governance topics and
the implementation of a single rule book, were incorporated in a revised regulatory framework for banks
and securities service providers. To achieve this, the EU Directives 2006/48/EC (Banking Directive) and
2006/49/EC (Capital Adequacy Directive) – referred to collectively up to now as the Capital Require-
ments Directives – were completely revised and restructured to produce an integrated legislative package
(commonly referred to as CRD IV) consisting of Directive 2013/36/EU (which has to be implemented
in national law) and Regulation (EU) No. 575/2013 (Capital Requirement Regulation, CRR), which
applies directly.
The Directive and Regulation forming part of the CRD IV package were adopted on 26 June 2013.
Meanwhile, the EBA has produced a number of Level 2 implementing measures (EBA technical stand-
ards), although they have not yet been put into force by the EU. The EU legislation has incorporated a
number of the Basel amendments and additions that the BCBS had published by the middle of the sec-
ond quarter of 2013. The aim is to transpose further amendments arising from the Basel process into
EU law without delay via Level 2 texts, review clauses, or Commission-delegated legal acts. The CRD IV
Directive and the options exercised under the CRR were implemented in Germany by way of the CRD IV-
Umsetzungsgesetz (Act Implementing CRD IV) of 3 September 2013 as well as by a number of regula-
tions published in the second half of December 2013. In anticipation of the final EU texts, Luxembourg
issued a circular by the CSSF (Commission du Secteur Financier) covering individual aspects in 2012.
However, the final implementation of CRD IV and of the national options under the CRR had not been
resolved as at the beginning of 2014.
Whereas the Basel III rules only apply directly to global commercial banks with an international remit,
the EU rules apply to all banks that operate in the EU. CRD IV therefore partly addresses both regional
and size-related issues, and provides for specific or modified regulations for certain types of business.
With regard to systemic risk, the European regulations go beyond the scope of Basel III. Moreover, spe-
cific rules have been included for corporate governance, and in particular for remuneration, which are
not found in the Basel framework. Finally, the large-exposure rules have been gradually harmonised at
EU level. Although comparable rules have to date not been harmonised internationally, the BCBS pre-
sented a consultation paper in 2013 on the introduction of internationally harmonised large-exposure
rules (concentration risk), which is planned for 2015; the final regulatory framework is expected at the
beginning of 2014.
Taking into account various interim rules, the Basel III regulations have, in principle, been in force inter-
nationally since 1 January 2013. In the EU, they were only implemented via the CRD IV package as at
1 January 2014.
From Deutsche Börse Group’s perspective, the provisions will not have any material effect on the equity
base of its regulated companies in the short term. Since the companies belonging to Deutsche Börse
Group already have comprehensive internally specified buffers, the additional capital requirements
resulting from the phased introduction of new capital buffers are expected to be relatively moderate.
In addition, these requirements will be influenced by other factors, such as business developments,
operational risk coverage, recovery plan requirements and possibly also the future CSD Regulation.
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Independent of the regulatory requirements, the Group will continuously analyse the capitalisation of its
regulated entities – including interactions with the requirements for the central counterparties under
EMIR – and will adjust it as necessary to improve risk coverage. The regulated companies belonging to
Deutsche Börse Group have been designated as other systemically important banks by the German and
Luxembourg supervisory authorities. Here, too, the Group does not expect any increase in capital to be
required in the short term as a result of this designation. Since many detailed questions are still unre-
solved, the impact on the Group’s business activities cannot be assessed conclusively at the present time.
Basel developments
The BCBS launched a number of measures to update the Basel framework (Basel III), which was essen-
tially completed in 2010, and finalised some of them in 2013 or at the beginning of 2014. The main
changes relate to the following aspects: adjustments to the liquidity rules (fine-tuning of the require-
ments for the short-term liquidity coverage ratio, supplementary control parameters and the introduction
of management instruments for intraday liquidity), details of the disclosure of liquidity coverage and lev-
erage ratios, treatment of investments in investment funds and additions or updates to the methodology
used to identify globally systemically important banks. The BCBS is currently also discussing further
fine-tuning or fundamental revisions of individual aspects of the Basel regulatory framework, including
rules on allocating items to the trading or banking book, changes to the treatment of securitisations, the
development of a supplementary method for calculating counterparty risk capital requirements for deriv-
atives, adjustments to the capital requirements for exposures to central counterparties, the introduction
of international rules to limit concentration risk (large-exposure rules) and fine-tuning of the net stable
funding ratio (structural liquidity ratio). Furthermore, a fundamental revision of the counterparty risk ex-
posure to countries is planned. Above and beyond the Basel III framework, the BCBS has published
rules for the collateralisation of derivatives not settled via central counterparties.
Separated banking system
Based on the recommendations of the Liikanen Report, the introduction of a separated banking system
is currently being discussed at EU level. The aim of such a system is to ring-fence large-scale proprietary
trading activities from the traditional deposit and lending business. While there is only a draft regulation
governing this at European level, Germany has anticipated a European solution by passing a regulation
that will come into effect in stages from 2014 onwards. The institutions belonging to Deutsche Börse
Group are not directly affected by this move.
Financial transaction tax
In addition, there are ongoing discussions within the European Union about the introduction of a finan-
cial transaction tax. The introduction of such a tax would negatively impact Deutsche Börse Group’s
business development. The extent of the impact would depend on which asset classes were affected,
how the tax would be applied and what the tax rates would be. It is not possible to predict the concrete
impact on the Group’s business from the current status of the discussions.
Deutsche Börse Group’s involvement in regulatory initiatives
Neutral market infrastructure providers such as Deutsche Börse Group make a significant contribution
to increasing the transparency, stability and fairness of the financial markets. For this reason, Deutsche
Börse Group has been, and will continue to be, deeply involved in the above-mentioned political and
regulatory initiatives right from the start. The Group participates actively in the consultations, making
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Deutsche Börse Group corporate report 2013
sure that political decision-makers are aware of potential negative consequences for the market as a
whole and the company affected in particular. Deutsche Börse Group also takes an appropriate stance
on the above-mentioned political initiatives. In this way, it counteracts excessive effects on the Group
or any of its subsidiaries and works to ensure that the interests of any affected business units are taken
into account in an appropriate manner.
Future development of results of operations
Given its diversified business model and multiple sources of revenue, Deutsche Börse Group continues
to consider itself very well positioned and expects to see a positive trend in its results of operations in the
long term. This expectation is based on, among other things, the growth opportunities that the company
intends to exploit in the medium to long term (see the
report on opportunities for further details). For
the forecast period, however, the uncertainty about the future behaviour of capital market participants
continues to make specific forecasts of the results of operations difficult. A recurrence of the disconnect,
already observed in 2012 and 2013, between the performance of the stock markets and the real econ-
omy and trading on the Group’s cash and derivatives markets, which is linked to a loss of confidence
among investors and market participants, cannot be ruled out for the forecast period either. The compa-
ny also expects continuing uncertainty among market participants about the future form of the regulatory
projects. This could have a dampening effect on the business activities of the Group’s customers in the
forecast period.
As part of its budget planning process, the company has therefore developed different possible scenarios
for its results of operations in 2014. If the capital market environment and investor confidence fail to
improve and the markets continue to be impacted by uncertainty regarding global economic performance
and the future situation in the euro zone, business activity would be roughly on a par with the previous
year. This would mean net revenue of approximately €1.9 billion for 2014. Should the capital market
environment, investor confidence and the situation in the southern EU member states improve signifi-
cantly in 2014, the company would expect net revenue to increase year-on-year to around €2.1 billion.
The scenario used to forecast net revenue is determined to a significant extent by the dominant short-
to medium-term cyclical factors, whose impact on business activity the company is unable to control.
The net revenue forecast includes consolidation effects of around €55 million from the consolidation
of Börse Frankfurt Zertifikate AG as at 1 July 2013 and of European Energy Exchange (EEX) as at
1 January 2014. With regard to net interest income from banking business, which is a component
of net revenue, the company does not anticipate any fundamental change in interest rate policies in
Europe and the USA.
If, contrary to expectations, general conditions turn out to be worse than as described above, or if they
impact the company’s customers to an even greater extent, the company believes it is in a good position
to continue to do business profitably due to its successful business model and its rigorous cost discipline.
The Group will compensate for the expected inflation-linked cost increases after the forecast period
thanks to the additional annual savings of €70 million from 2016 onwards that were resolved in 2013.
At the same time, these provide the Group with the freedom needed to continue its growth and infra-
structure initiatives, which it intends to use to take advantage of opportunities presented by the struc-
tural and regulatory changes on the financial markets and to harness the potential offered by growth
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markets such as Asia. The Group’s operating costs have been rising since 2011, primarily as a result of
the increased level of investments. The company expects operating costs to continue to increase moder-
ately in the forecast period and beyond. For 2014, the company is budgeting for additional operating
costs of around €30 million, primarily for the ongoing expansion of its collateral and liquidity manage-
ment services and its expansion in Asia. In addition, consolidation effects (see above) will affect operat-
ing costs by around €50 million. In total, the company therefore expects operating costs of approxi-
mately €1,050 million in 2014, adjusted for special factors such as efficiency programmes. As at the
publication date of this combined management report, the company is expecting that operating costs will
be affected by special factors of some €20 million, especially relating to costs for efficiency measures.
Because of the slight rise in operating costs, the stable net revenue scenario would generate EBIT of
around €850 million, adjusted for special factors. In the scenario with a rise in net revenue, adjusted
EBIT would be approximately €1,050 million.
The Group anticipates an unchanged tax rate of approximately 26 per cent for the forecast period,
adjusted for any special factors.
Consolidated net income for the period would amount to around €600 million in the stable net revenue
scenario and to around €750 million in the rising net revenue scenario, adjusted for special factors
in both cases. The refinancing of long-term financial liabilities, which was completed in 2013, will
positively impact consolidated net income because it has led to a significant reduction in the Group’s
interest expense.
The parent company Deutsche Börse AG has also considered the scenarios described above in its
planning. For full-year 2014, the company expects net revenue of between €1.1 and €1.2 billion
and net income of €0.5 to €0.6 billion, adjusted for special factors, in both scenarios.
Eurex segment
In the past year, the cyclical factors (see the
crease in derivatives trading volumes. However, Deutsche Börse Group still believes that structural
growth factors will remain dominant over the long term, and that they will positively influence trading
volumes in all product segments (see the
“Results of operations” section for details) led to a de-
report on opportunities for further details).
Eurex will again step up investments to enhance its technology and its product offering in the forecast
period. The investment focus is on expanding risk management. For example, the segment is planning a
further expansion of its portfolio-based risk management activities and of the functions used to segregate
customer positions. Among other things, these new features are being implemented so as to offer an ex-
panded range of clearing services for OTC derivatives trading in future. In the medium to long term, the
company expects this initiative to deliver significant additional net revenue. Since the regulatory require-
ments to settle OTC derivatives transactions via a central counterparty will probably not finally enter into
force until the end of 2014 or 2015, the Group does not anticipate any material additional contribution
to net revenue for 2014. With respect to cyclical business drivers in the Eurex segment, two factors
could have a positive impact on business activity: 1) an increase in stock market volatility, because this
has a major influence on trading in index derivatives, and 2) increasing speculation about possible
changes in interest rate policies by the central banks.
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Deutsche Börse Group corporate report 2013
Xetra segment
As in the past, net revenue in the Xetra cash market segment will continue to depend on equity mar-
ket trends and equity market volatility in the future, but also on structural and cyclical changes in
trading activity. 2013 saw a significant level of caution on the part of market participants, as in the
previous year. Sustainable growth would require a further improvement in investor confidence. How-
ever, there were only tentative signs of this at the time this management report was prepared.
In addition to enhancing its cash market, the company will continue to maintain a close watch on
changes in the competitive environment for the European cash markets. As in the past, it considers it-
self well positioned to retain its status as the market leader for trading German blue chips and to offer
its customers across the globe an attractive range of products and services for cash trading in German
and European equities, as well as equities clearing. However, due to the stronger competition in the
cash market, further shifts in the market shares of all competitors cannot be ruled out.
Clearstream segment
The Clearstream segment generates its net revenue primarily from the settlement and custody of interna-
tional bonds – a business that is much more stable and less subject to fluctuations on the capital mar-
kets than the trading business. In light of regulatory requirements and the loss of confidence among
market participants, the Group anticipates a structurally driven increase in demand for collateral and
liquidity management services. For this reason, Clearstream is systematically expanding its international
Global Liquidity Hub offering: following on the four central securities depositories that had already con-
nected to the Global Liquidity Hub by the end of 2013, further connections are planned for the forecast
period. In the medium to long term, the company expects this initiative to deliver significant additional
net revenue. However, since the new partners can only be connected consecutively, only a small addi-
tional contribution to net revenue is anticipated for 2014. The monetary policy pursued by central banks
in the forecast period will also have an impact on Clearstream’s business. If monetary policy becomes
more restrictive, this would have positive consequences for securities issuance, the use of collateral and
liquidity management services, and net interest income in the banking business. Furthermore, during
the forecast period Clearstream will make preparations for TARGET2-Securities (T2S), the European Cen-
tral Bank’s future central settlement platform. In the medium to long term, Clearstream expects its attrac-
tive collateral and liquidity management and its strong position in the T2S network to result in increased
business activity.
With regard to its customer structure, the company continues to expect that consolidation in the financial
sector will persist and that customers in Clearstream’s domestic and international business will merge.
These larger customers would benefit from greater discounts, which would lead to a decline in average
fees. Although Deutsche Börse faces especially intense competition in the areas of the settlement and
custody of international bonds, the company does not expect this to have a major impact on its net rev-
enue or to result in a loss of market share during the forecast period.
Market Data + Services segment
At the beginning of 2013, the Information Technology (IT) and Market Data & Analytics areas were
combined in a separate reporting segment together with selected external IT services. The aim of the
new segment is to accelerate the expansion of Deutsche Börse’s technology leadership and expertise in
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the area of market data by pooling all the company’s relevant resources in a dedicated, market-driven
business unit. The goal is to open up untapped growth opportunities in the medium to long term under
uniform management and with separate profit and loss responsibility.
In spite of the persistently difficult environment, the company anticipates a slight increase in net revenue
in the Market Data + Services segment during the forecast period. This expectation is based on the con-
tinuous expansion of the product range in all areas and greater marketing of these products in growth
regions.
Development of pricing models
Deutsche Börse anticipates sustained price pressure in some of its business areas during the forecast
period. The company’s objective is to mitigate this price pressure by continually improving its products
and services and offering selective incentives for price-elastic business.
Over the long term, the average net revenue per unit concerned (e.g. trading or clearing fees per trans-
action, fees for custody services) is expected to decline slightly in all areas of the Group. This is a result
of the laddered pricing models that lead to a decline in income per unit as customers’ business activities
increase.
Development of non-financial performance indicators
Initiatives to promote the transparency and security of the markets will be a focus during the forecast pe-
riod, ensuring Deutsche Börse Group’s value contribution to society. To live up to this goal, Deutsche
Börse will continue to expand its Group-wide product and service offering in the area of market transpar-
ency, for example by adding indices developed and calculated by the Group. Moreover, the investments
in the trading and clearing infrastructure already made in 2013 as well as those planned for the forecast
period will ensure that the systems meet customer and market requirements. Against this background,
the company anticipates that the availability of the different systems will be maintained at the very high
level of previous years throughout the forecast period.
Responsible management with a focus on long-term value creation is of considerable importance for
Deutsche Börse Group as a service company. In particular in view of demographic change and the
resulting shortage of specialist staff, the company aims to continue to position itself adequately and
therefore intends to increase the number of women in management positions. The appointment of
Hauke Stars means that the goal of having at least one female Executive Board member by 2015 was
already met in 2012.
Future development of the Group’s financial position
The company expects operating cash flow, which is Deutsche Börse Group’s primary funding instru-
ment, to remain clearly positive in the forecast period. With regard to liquidity, the Group expects two
significant factors to influence its development. Firstly, the company plans to invest €150 million per
year in intangible assets and property, plant and equipment during the forecast period on a consoli-
dated basis. The investments will be reported as cash flows from investing activities and will serve
primarily to develop new products and services in the Eurex and Clearstream segments and enhance
182
Deutsche Börse Group corporate report 2013
existing ones. The total mainly comprises investments in the trading infrastructure and risk manage-
ment functionalities. Secondly, the Executive Board and Supervisory Board of Deutsche Börse AG will
propose to the Annual General Meeting to be held in May 2014 that a dividend of €2.10 per share
should be paid. This would correspond to a liquidity outflow of €386.6 million. Apart from the above,
no further material factors were expected to impact on the Group’s liquidity at the time the manage-
ment report was prepared. As in previous years, the Group does not expect any liquidity squeezes
due to its positive cash flow, adequate credit lines (see
note 36 to the consolidated financial state-
ments for details) and flexible management and planning systems.
Under its capital management programme, Deutsche Börse will react flexibly to a changing market
environment in the forecast period. Both the general target dividend distribution ratio of 40 to 60 per
cent of consolidated net income for the year and any share buy-backs in addition are subject to capi-
tal requirements, investment needs and general liquidity considerations.
To maintain its strong credit ratings at Group level, the company aims to achieve a ratio of interest-
bearing gross debt to EBITDA of no more than 1.5. For 2014, the Group expects a ratio of 1.5 or
slightly less to be reached, depending on how net revenue develops.
The parent company, Deutsche Börse AG, plans to invest some €50 million in intangible assets and
property, plant and equipment during the forecast period.
Overall assessment by the Executive Board
The Executive Board of Deutsche Börse AG believes that, thanks to its comprehensive offering along
the securities trading value chain and its innovative power, the company remains in a very good position
compared with the international competition and expects to see a positive trend in its results of opera-
tions in the long term. For the forecast period, however, the uncertainty about the behaviour of capital
market participants in relation to economic and regulatory conditions makes it difficult for the Executive
Board to make a specific forecast. By taking the additional efficiency measures resolved in 2013, the
Executive Board has prepared the company at an early stage for the changing market and will be able
to compensate for the expected inflation-linked cost increases above and beyond the forecast period.
At the same time, this means the Executive Board has provided the flexibility needed to continue the
Group’s growth and infrastructure investments, which it intends to use to take advantage of opportunities
presented by the structural and regulatory changes on the financial markets and to harness the potential
offered by growth markets such as Asia. Primarily as a result of the increased level of investments, the
Executive Board expects operating costs (after adjustments) to increase moderately in the forecast period
and beyond. Overall, the Executive Board anticipates on this basis that cash flow from operating activi-
ties will be clearly positive and that, as in previous years, there will be no liquidity squeezes. The overall
assessment by the Executive Board is valid as of the time of publication of this combined management
report.
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Deutsche Börse AG (HGB)
183
Deutsche Börse AG (Disclosures based on the HGB)
In contrast to the consolidated financial statements, the single-entity financial statements of Deutsche
Börse AG are not prepared in accordance with International Financial Reporting Standards (IFRS) but in
accordance with the Handelsgesetzbuch (HGB, German Commercial Code) and the supplementary pro-
visions of the Aktiengesetz (AktG, German Stock Corporation Act).
Business and operating environment
General situation of the company
Deutsche Börse AG is the parent company of Deutsche Börse Group. Its business activities primarily com-
prise the cash and derivative markets as well as IT and Market Data + Services. The performance of the
Clearstream segment is reflected in the business performance of Deutsche Börse AG mainly because of
the profit and loss transfer agreement with Clearstream Holding AG. In view of this, the business and
operating environment of Deutsche Börse AG is essentially the same as that of Deutsche Börse Group.
These are described in detail in the
“Macroeconomic and sector-specific conditions” section.
Overview of Deutsche Börse AG’s course of business in the year under review
Deutsche Börse AG recorded a lower result in 2013 than in the previous year, primarily because of diffi-
cult market conditions and a decline in the result from equity investments, which was impacted mainly
by provisions for a settlement offer.
Sales revenue fell by 3 per cent to €1,076.8 million (2012: €1,110.3 million). The largest contribution
to sales was provided by the Eurex segment, in which sales revenue amounted to €625.8 million (2012:
€649.1 million). At €744.2 million, the company’s total costs (staff costs, impairment losses relating
to intangible assets and property, plant and equipment, and other operating expenses) were 7 per cent
higher than in the previous year (2012: €692.6 million).
In 2013, the result from investments of Deutsche Börse AG was €138.9 million (2012: €307.6 million).
Income from the transfer of profit amounting to €102.1 million (2012: €215.4 million) contributed to
this result. There was also a partial reversal of the impairment of the profit participation rights of Deutsche
Börse AG in Eurex Frankfurt AG amounting to €21.4 million (2012: €56.7 million). This reversal is a
result of the profit generated by Eurex Frankfurt AG in financial year 2013. Income from investments
also included dividends amounting to €15.5 million (2012: €23.1 million).
Performance figures of Deutsche Börse AG
Sales revenue by segment
2013
€m
2012
€m
Change
%
2013
€m
20121) Change
%
€m
20122)
€m
Sales revenue
Total costs
Result from investments
EBIT
Result from ordinary
business activity (EBT)
Net income
1,076.8
1,110.3
744.2
138.9
596.4
513.5
412.8
692.6
307.6
844.6
726.3
605.7
Earnings per share (€)
2.241)
3.231)
– 3
7
–55
– 29
– 29
– 32
– 31
Eurex
625.8
649.1
– 4
660.2
Market Data +
Services
Xetra
279.3
283.6
157.4
164.7
Clearstream
14.3
12.9
−2
−5
10
196.6
232.4
21.1
Total
1,076.8 1,110.3
– 3 1,110.3
1) Revenue restated to reflect the new organisational structure of the segments
2) Revenue before the new organisational structure of the segments
1) Calculation based on weighted average of shares outstanding
184
Deutsche Börse Group corporate report 2013
Earnings before interest and taxes (EBIT) fell by 29 per cent to €596.4 million (2012 adjusted:
€844.6 million). Net income amounted to €412.8 million, falling by 32 per cent (2012: €605.7 million).
Results of operations of Deutsche Börse AG
Deutsche Börse AG’s revenue fell in 2013 by 3 per cent to €1,076.8 million (2012: €1,110.3 million).
The
segments.
“Sales revenue by segment” table shows how this revenue breaks down among the company’s
“Eurex segment” section for details of the performance of the Eurex derivatives
Please refer to the
segment. The reasons for any deviations from the information in the above-mentioned section lie in the
fact that developments in the US derivatives market operated by the International Securities Exchange
(ISE) do not directly affect Deutsche Börse AG’s business.
Information on the business development in the Xetra segment can mainly be found in the
“Xetra
segment” section. The revenue attributable to the Clearstream segment is derived from IT services
that Deutsche Börse AG provides to companies in the Clearstream Holding AG subgroup. The results
of operations in the Market Data + Services segment are essentially explained in the
Services segment” section. Please note that business developments at the subsidiary STOXX Ltd. have
no direct impact on Deutsche Börse AG’s business performance.
“Market Data +
Other operating income increased slightly in the year under review to €112.3 million (2012: €109.2 mil-
lion). This is basically due to the income resulting from currency valuation of US-dollar loans which
increased to €14.5 million (2012: €7.5 million).
In the year under review, total costs increased by 7 per cent compared to 2012 to €744.2 million
“Overview of total costs” table.
(2012: €692.6 million). Their composition is presented in the
Staff costs increased year-on-year by 22 per cent to €167.8 million (2012: €138.0 million) in the year
under review. Additional costs primarily result from efficiency programmes. In the year under review,
amortisation and depreciation relating to intangible assets and property, plant and equipment increased
by 10 per cent to €35.7 million (2012: €32.5 million). This increase is essentially due to higher depre-
ciation on IT hardware amounting to €24.6 million (2012: €22.0 million). Other operating expenses
increased year-on-year by 4 per cent mainly due to higher expenses resulting from cost of agency
agreements amounting to €222.3 million (2012: €201.8 million).
The result from ordinary business activity fell by 29 per cent to €513.5 million (2012: €726.3 million)
compared to the previous year. The margin before taxes decreased from 65 per cent to 48 per cent.
Development of profitability
Deutsche Börse AG’s return on equity represents the ratio of the result after tax to the average equity that
was at the disposal of the company in 2013. It fell compared to 2012, mainly because of the poorer
result, from 27.4 per cent to 18.5 per cent.
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Deutsche Börse AG (HGB)
185
Financial position of Deutsche Börse AG
As at the reporting date on 31 December 2013, cash funds amounted to €203.0 million (2012:
€281.1 million) including cash, current account balances at banks and fixed deposits.
The company received dividends totalling €15.5 million (2012: €23.1 million). The decline is primarily
due to the lower distribution by STOXX Ltd., which fell to €7.8 million (2012: €15.0 million).
Deutsche Börse AG can draw on external credit lines amounting to €605.0 million (2012: €605.0 million),
which had not been used as at 31 December 2013. In addition, the company has an opportunity for
flexible, short-term financing provided by a commercial paper programme involving a total facility of
€2.5 billion in various currencies. Commercial paper amounting to €100.0 million (2012: nil) was in
circulation at the end of the year.
Deutsche Börse AG uses a Group-wide cash pooling process to guarantee an optimal allocation of liquid-
ity within Deutsche Börse Group, thus ensuring that all subsidiaries are able to meet their payment obli-
gations at all times.
In the past financial year, Deutsche Börse AG issued a corporate bond with a face value of €600 million.
There are also other euro-denominated bonds with a face value totalling €600 million and US dollar
bonds with a face value in the amount of US$460 million. Please see the
for more information on these bonds.
“Financial position” section
In 2013, Deutsche Börse AG generated cash flow from operating activities amounting to €552.3 million
(2012: €456.6 million). The increase in operating cash flow was mainly due to lower cash outflows in
connection with trade receivables from affiliated companies.
The cash flow from investing activities came to €–73.0 million (2012: €–371.0 million). The rise was
mainly due to the lower investments in financial assets compared to the previous year.
Cash flow from financing activities in the year under review was €–483.1 million (2012: €–526.1 mil-
lion). The increase is predominantly due to the lower dividend. The dividend fell from €2.30 to €2.10
per share; in addition, there was no special distribution of €1.00 per share. This resulted for financial
year 2013 in a cash outflow of €386.5 million (2012: €622.9 million).
Overview of total costs
Cash flow statement (condensed)
2013
€m
2012 Change
%
€m
Staff costs
167.8
138.0
Depreciation/amortisation
35.7
32.5
Other operating expenses
540.7
522.1
Total
744.2
692.6
22
10
4
7
Cash flows from operating activities
Cash flows from investing activities
2013
€m
552.3
– 73.0
Cash flows from financing activities
– 483.1
2012
€m
456.6
– 371.0
– 526.1
Cash and cash equivalents as at
31 December
– 245.5
–241.7
186
Deutsche Börse Group corporate report 2013
As at the reporting date, 31 December 2013, cash and cash equivalents amounted to €–245.5 million
(2012: €–241.7 million). They include liquid funds amounting to €203.0 million (2012: €281.1 mil-
lion) minus liabilities from cash pooling amounting to €448.5 million (2012: €522.7 million) and liabil-
ities to banks in the amount of €0 million (2012: €0.1 million).
Net assets of Deutsche Börse AG
As at 31 December 2013, the non-current assets of Deutsche Börse AG amounted to €4,280.8 million
(2012: €4,221.7 million). The largest part was accounted for by shares in affiliated companies amount-
ing to €3,283.2 million (2012: €3,086.3 million), primarily from the investment in Clearstream Hold-
ing AG and from loans to affiliated companies of €868.3 million (2012: €996.9 million).
Shares in affiliated companies rose by €185.0 million, mainly due to the capital reversal of profit
participation rights amounting to €150.0 million and a capital increase of €20.0 million of Clearstream
Holding AG.
Loans to affiliated companies in the year under review fell by €128.6 million, above all due to the
above-mentioned reversal. The reversal of of the write-down on the profit participation rights of Eurex
Frankfurt AG amounting to €21.4 million had an oppositional effect.
In the year under review, investments by Deutsche Börse AG in intangible assets and property, plant
and equipment amounting to €18.1 million (2012: €36.4 million) were lower than the write-downs;
these came to €35.7 million (2012: €32.5 million).
Receivables from and liabilities towards affiliated companies include charges for Group-internal services
and the amounts invested by Deutsche Börse AG within the scope of cash pooling arrangements. Re-
ceivables from affiliated companies are mainly due as a result of the existing profit transfer agreement
with Clearstream Holding AG; they amount to €102.1 million (2012: €215.4 million). Liabilities to-
wards affiliated companies mainly arise from cash pooling in the amount of €448.6 million (2012:
€509.5 million) and trade receivables amounting to €53.1 million (2012: €47.9 million).
Deutsche Börse AG receives fees for most of its services shortly after the end of each month. Accordingly,
trade receivables as at the end of the year amounted to €117.0 million (2012: €118.8 million).
Non-current assets (condensed)
Employees per country/region
Intangible assets
Tangible assets
Financial assets
Non-current assets as at
31 December
2013
€m
10.2
63.5
2012
€m
13.5
77.8
Germany
United Kingdom
4,207.1
4,130.4
France
4,280.8
4,221.7
Rest of Europe
Asia
31 Dec 2013
964
50
7
6
1
Total Deutsche Börse AG
1,028
%
93.7
4.9
0.7
0.6
0.1
100
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Deutsche Börse AG (HGB)
187
In the year under review, net working capital came to €–468.9 million (2012: €–438.1 million).
The change is primarily attributable to a decrease in liabilities towards affiliated companies.
Employees of Deutsche Börse AG
In the year under review, the number of employees at Deutsche Börse AG increased by 16 to 1,028
as at 31 December 2013 (31 December 2012: 1,012). On average, 1,014 employees worked for
Deutsche Börse AG during financial year 2013.
In the course of financial year 2013, 49 employees left Deutsche Börse AG, resulting in a fluctuation
rate of 4.8 per cent.
As at 31 December 2013, Deutsche Börse AG employed personnel at eight locations throughout the
world. Details on countries/regions, employee age structure as well as the length of service of the com-
pany’s employees are illustrated in the
tables below and on the previous page.
As at 31 December 2013, 69.5 per cent of Deutsche Börse AG’s employees were graduates. This figure
is calculated on the basis of the number of employees holding a degree from a university, university of
applied sciences, or professional academy, and employees who have completed studies abroad. In total,
the company invested an average of 2.2 days per employee in staff training.
Remuneration report of Deutsche Börse AG
As the structure and design principles of the remuneration system correspond to those of Deutsche Börse
Group, please refer to the
remuneration report in this corporate report.
Corporate governance declaration in accordance with section 289a HGB
The corporate governance declaration in accordance with section 289a HGB applies to Deutsche Börse
corporate governance declaration made on behalf
Group and Deutsche Börse AG, please refer to the
of the Group.
Age structure of employees
Employees’ length of service
Under 30 years
30 to 39 years
40 to 49 years
Over 50 years
31 Dec 2012
69
222
458
279
Total Deutsche Börse AG
1,028
%
6.7
21.6
44.6
27.1
100
Less than 5 years
5 to 15 years
Over 15 years
31 Dec 2012
208
478
342
Total Deutsche Börse AG
1,028
%
20.2
46.5
33.3
100
188
Deutsche Börse Group corporate report 2013
Opportunities and risks facing Deutsche Börse AG
As the opportunities and risks facing Deutsche Börse AG and the measures and processes for dealing
with them are essentially the same as for Deutsche Börse Group, please refer to the
“Risk report” and
“Report on opportunities” sections for more information. Deutsche Börse AG’s share of the opportuni-
ties and risks of its equity investments and subsidiaries is fundamentally proportionate to the size of its
shareholding. Risks that threaten the existence of the Eurex Clearing AG subsidiary have a direct impact
on Deutsche Börse AG as it has issued a guarantee (“Patronatserklärung”). Further information on the
guarantee issued to Eurex Clearing AG is available in the “Other obligations and transactions not
included in the balance sheet” section contained in the
Deutsche Börse AG.
notes to the annual financial statements of
The description of the internal control system (ICS) stipulated in section 289 (5) HGB is given in
the
“Internal management” section.
Report on events after the balance sheet date at Deutsche Börse AG
The key events that have occurred after the balance sheet date correspond to the events described
in the
report on post-balance sheet date events.
Report on expected developments at Deutsche Börse AG
The expected development of Deutsche Börse AG’s business is largely subject to the same factors
as those of Deutsche Börse Group. The corresponding disclosures and quantitative information on
Deutsche Börse AG are provided in the
report on expected developments.
Consolidated financial
statements / notes
189
Consolidated financial statements
198
Notes to the consolidated financial statements
198
226
235
277
Basis of preparation
Consolidated income statement disclosures
Consolidated balance sheet disclosures
Other disclosures
309
Responsibility statement by the Executive Board
310
Auditor’s report
190
Deutsche Börse Group corporate report 2013
Consolidated income statement
for the period 1 January to 31 December 2013
Sales revenue
Net interest income from banking business
Other operating income
Total revenue
Volume-related costs
Net revenue (total revenue less volume-related costs)
Staff costs
Note
4
4
4
4
5
Depreciation, amortisation and impairment losses
11, 12
Other operating expenses
Operating costs
Result from equity investments
Earnings before interest and tax (EBIT)
Financial income
Financial expense
Earnings before tax (EBT)
Other taxes
Income tax expense
Net profit for the year
thereof shareholders of parent company (net income)
thereof non-controlling interests
Earnings per share (basic) (€)
Earnings per share (diluted) (€)
6
8
9
9
10
34
34
2013
€m
2012
€m
2,160.3
2,145.3
35.9
20.6
52.0
11.7
2,216.8
2,209.0
– 304.5
1,912.3
– 276.7
1,932.3
– 476.0
– 118.8
– 588.0
– 1,182.8
9.3
738.8
5.7
– 76.4
668.1
– 1.1
– 171.8
495.2
478.4
16.8
2.60
2.60
– 414.2
– 105.0
– 439.4
– 958.6
– 4.3
969.4
12.3
– 145.0
836.7
– 1.1
– 165.8
669.8
645.0
24.8
3.44
3.43
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Comprehensive income
191
Consolidated statement of comprehensive income
for the period 1 January to 31 December 2013
Net profit for the year reported in consolidated income statement
Items that will not be reclassified to profit or loss
Changes from defined benefit obligations
Deferred taxes
Items that may be reclassified subsequently to profit or loss
Exchange rate differences1)
Remeasurement of cash flow hedges
Remeasurement of other financial instruments
Deferred taxes
Other comprehensive income after tax
Total comprehensive income
thereof shareholders of parent company
thereof non-controlling interests
Note
10, 20
2013
€m
495.2
14.3
– 3.8
10.5
20
– 42.9
10, 20
1.9
4.4
20.2
– 16.4
– 5.9
489.3
472.4
16.9
2012
€m
669.8
– 53.7
14.8
– 38.9
– 23.2
– 10.4
23.3
8.1
– 2.2
– 41.1
628.7
603.9
24.8
1) Exchange rate differences include €–1.7 million (2012: €–0.3 million) taken directly to accumulated profit as part of the result from equity investments.
192
Deutsche Börse Group corporate report 2013
Consolidated balance sheet
as at 31 December 2013
Assets
NON-CURRENT ASSETS
Intangible assets
Software
Goodwill
Payments on account and construction in progress
Other intangible assets
Property, plant and equipment
Fixtures and fittings
Computer hardware, operating and office equipment
Payments on account and construction in progress
Financial investments
Investments in associates and joint ventures
Other equity investments
Receivables and securities from banking business
Other financial instruments
Other loans1)
Note
31 Dec 2013
€m
31 Dec 2012
€m
11
12
13
178.8
2,042.6
85.2
852.1
132.7
2,078.4
85.4
882.3
3,158.7
3,178.8
37.3
69.9
0.1
107.3
183.4
23.9
43.6
82.9
1.7
128.2
204.8
26.7
1,178.3
1,485.0
25.6
0.4
21.5
0.1
1,411.6
1,738.1
Financial instruments of Eurex Clearing AG
15
4,058.6
Other non-current assets
Deferred tax assets
Total non-current assets
CURRENT ASSETS
Receivables and other current assets
Financial instruments of Eurex Clearing AG
Receivables and securities from banking business
Trade receivables
Receivables from related parties
Income tax receivables3)
Other current assets
Available-for-sale financial assets
Restricted bank balances
Other cash and bank balances
Total current assets
0
9.0
59.8
11.7
49.0
8,796.9
5,113.9
153,546.8
156,315.42)
9,544.0
12,808.2
218.8
4.1
40.4
273.7
35.6
211.8
3.0
102.7
138.6
1.0
10
15
16
17
18
163,663.4
169,580.7
19
16,221.7
19,450.6
627.9
641.6
180,513.0
189,672.9
Total assets
189,309.9
194,786.8
1) Thereof €0.3 million (31 December 2012: €0.1 million) with related parties
2) See
3) Thereof €8.8 million (31 December 2012: €10.6 million) with a remaining maturity of more than one year from corporation tax credits in accordance with
note 3.
section 37 (5) of the Körperschaftsteuergesetz (KStG, the German Corporation Tax Act)
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Consolidated balance sheet
193
Equity and liabilities
EQUITY
Subscribed capital
Share premium
Treasury shares
Revaluation surplus
Accumulated profit
Shareholders’ equity
Non-controlling interests
Total equity
NON-CURRENT LIABILITIES
Provisions for pensions and other employee benefits
Other non-current provisions
Deferred tax liabilities
Interest-bearing liabilities
Financial instruments of Eurex Clearing AG
Other non-current liabilities
Total non-current liabilities
CURRENT LIABILITIES
Tax provisions1)
Other current provisions
Financial instruments of Eurex Clearing AG
Liabilities from banking business3)
Other bank loans and overdrafts
Trade payables
Liabilities to related parties
Cash deposits by market participants
Other current liabilities
Total current liabilities
Total liabilities
31 Dec 2013
€m
31 Dec 2012
€m
Note
20
193.0
1,249.0
– 446.6
29.4
2,011.8
3,036.6
231.4
193.0
1,249.0
– 448.6
14.3
1,938.9
2,946.6
223.0
3,268.0
3,169.6
80.2
113.2
243.4
1,521.9
4,058.6
2.6
95.4
80.3
274.7
1,160.0
0
6.0
6,019.9
1,616.4
22
23, 24
10
25
15
23, 26
23, 27
15
28
266.8
223.6
252.2
88.9
153,046.8
156,315.42)
9,725.3
12,880.3
0.1
123.7
1.9
0.1
108.2
16.7
29
30
16,221.7
19,450.6
412.1
888.4
180,022.0
190,000.8
186,041.9
191,617.2
Total equity and liabilities
189,309.9
194,786.8
1) Thereof income tax due: €216.4 million (2012: €202.3 million)
2) See
3) Thereof €0.1 million (31 December 2012: €0.1 million) liabilities to related parties
note 3.
194
Deutsche Börse Group corporate report 2013
Consolidated cash flow statement
for the period 1 January to 31 December 2013
Net profit for the year
Depreciation, amortisation and impairment losses
Increase/(decrease) in non-current provisions
Deferred tax expense/(income)
Cash flows from derivatives
Other non-cash expense
Changes in working capital, net of non-cash items:
Decrease/(increase) in receivables and other assets
Increase in current liabilities
Decrease in non-current liabilities
(Net gain)/net loss on disposal of non-current assets
Cash flows from operating activities excluding CCP positions
Changes in liabilities from CCP positions
Changes in receivables from CCP positions
Cash flows from operating activities
Payments to acquire intangible assets and property, plant and equipment
Payments to acquire intangible assets
Payments to acquire property, plant and equipment
Payments to acquire non-current financial instruments
Payments to acquire investments in associates
Payments to acquire subsidiaries, net of cash acquired
Proceeds from the disposal of shares in associates
(Net increase)/net decrease in current receivables and securities from banking
business with an original term greater than three months
Proceeds from disposals of available-for-sale non-current financial instruments
Cash flows from investing activities
Purchase of treasury shares
Proceeds from sale of treasury shares
Payments to non-controlling interests
Repayment of long-term financing
Proceeds from long-term financing
Repayment of short-term financing
Proceeds from short-term financing
Dividends paid
Cash flows from financing activities
Note
11, 12
10
33
33
33
2013
€m
495.2
118.8
32.1
2.1
– 16.5
13.7
153.0
13.8
142.7
– 3.5
– 1.1
797.3
24.8
– 93.8
728.3
– 127.6
– 99.0
– 28.6
– 14.8
– 35.1
5.21)
0
– 692.2
35.3
– 829.2
– 1.2
1.9
– 8.3
– 797.8
594.5
– 1,180.0
1,279.8
– 386.5
– 497.6
2012
€m
669.8
105.0
– 2.3
– 56.9
0
50.7
– 42.0
– 43.7
12.6
– 10.9
1.9
726.2
– 39.1
20.6
707.7
– 145.7
– 101.2
– 44.5
– 265.4
– 1.9
– 295.5
21.52)
27.4
392.2
– 267.4
– 198.2
1.2
– 14.6
– 309.2
600.0
– 796.2
789.3
– 622.9
– 550.6
Net change in cash and cash equivalents
– 598.5
– 110.3
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Consolidated cash fl ow statement
195
Net change in cash and cash equivalents (brought forward)
Effect of exchange rate differences3)
Cash and cash equivalents as at beginning of period4)
Cash and cash equivalents as at end of period4)
Interest income and other similar income5)
Dividends received5)
Interest paid5)
Income tax paid
Note
33
2013
€m
2012
€m
– 598.5
– 110.3
– 1.7
544.0
– 56.2
5.6
12.9
– 89.3
– 93.3
– 2.9
657.2
544.0
12.7
12.9
– 118.2
– 258.4
1) Cash acquired in connection with the termination of the cooperating agreement governing the investment in Börse Frankfurt Zertifikate Holding S.A. (see also
note 2)
2) Return of capital of Direct Edge Holdings, LLC
3) Primarily includes the exchange rate differences arising on translation of the ISE subgroup
4) Excluding cash deposits by market participants
5) Interest and dividend payments are allocated to cash flows from operating activities.
196
Deutsche Börse Group corporate report 2013
Consolidated statement of changes in equity
for the period 1 January to 31 December 2013
Subscribed capital
Balance as at 1 January
Retirement of treasury shares
Balance as at 31 December
Share premium
Balance as at 1 January
Retirement of treasury shares
Balance as at 31 December
Treasury shares
Balance as at 1 January
Purchase of treasury shares
Retirement of treasury shares
Sales within the Group Share Plan
Acquisition of the interest of non-controlling
shareholders in Eurex Zürich AG
Balance as at 31 December
Revaluation surplus
Balance as at 1 January
Changes from defined benefit obligations
Remeasurement of other financial instruments
Remeasurement of cash flow hedges
Increase in share-based payments
Deferred taxes
Balance as at 31 December
Accumulated profit
Balance as at 1 January
Dividends paid
Retirement of treasury shares
Acquisition of the interest of non-controlling
shareholders in Eurex Zürich AG
Net income
Exchange rate differences and other
adjustments
Deferred taxes
Balance as at 31 December
thereof included in total
comprehensive income
2013
€m
2012
€m
Note
2013
€m
193.0
0
193.0
2012
€m
195.0
– 2.0
193.0
1,249.0
1,247.0
0
2.0
1,249.0
1,249.0
– 448.6
– 1.2
0
3.2
0
– 446.6
14.3
14.2
4.4
1.9
0
– 5.4
29.4
1,938.9
– 386.5
0
0
478.4
– 40.8
21.8
– 691.7
– 198.2
119.3
6.8
315.2
– 448.6
46.7
– 53.7
23.3
– 10.4
– 2.4
10.8
14.3
2,123.0
– 622.9
– 119.3
– 72.1
645.0
– 26.9
12.1
2,011.8
1,938.9
20
22
10
20
21
10
14.2
4.4
1.9
0
– 5.4
0
0
0
– 53.7
23.3
– 10.4
0
10.8
0
0
0
478.4
645.0
– 42.9
21.8
– 23.2
12.1
Shareholders’ equity as at 31 December
3,036.6
2,946.6
472.4
603.9
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Consolidated statement of changes in equity
197
thereof included in total
comprehensive income
Note
2013
€m
2012
€m
3,036.6
2,946.6
2013
€m
472.4
2012
€m
603.9
Shareholders’ equity (brought forward)
Non-controlling interests
Balance as at 1 January
Changes due to capital decreases
Changes due to share in net income of
subsidiaries for the period
Changes from defined benefit obligations
22
Exchange rate differences and other
adjustments
Balance as at 31 December
223.0
– 8.3
16.8
0.1
– 0.2
231.4
212.6
– 14.6
24.8
0
0.2
223.0
0
16.8
0.1
0
16.9
0
24.8
0
0
24.8
Total equity as at 31 December
3,268.0
3,169.6
489.3
628.7
198
Deutsche Börse Group corporate report 2013
Notes to the consolidated financial statements
Basis of preparation
1. General principles
Deutsche Börse AG (“the company”) is incorporated as a German public limited company (“Aktien-
gesellschaft”) and is domiciled in Germany. The company’s registered office is in Frankfurt / Main.
The 2013 consolidated financial statements have been prepared in compliance with International
Financial Reporting Standards (IFRSs) and the related interpretations issued by the International Ac-
counting Standards Board (IASB), as adopted by the European Union in accordance with Regulation
No. 1606/2002 of the European Parliament and of the Council on the application of International
Accounting Standards. As at 31 December 2013, there were no effective standards or interpretations
not yet adopted by the European Union that could affect the consolidated financial statements. Accord-
ingly, the consolidated financial statements also comply with IFRSs issued by the IASB.
The disclosures required in accordance with Handelsgesetzbuch (HGB, German Commercial Code)
section 315a (1) have been presented in the notes to the consolidated financial statements and the
remuneration report, which forms part of the combined management report. The consolidated finan-
cial statements are also based on the interpretations issued by the Rechnungslegungs Interpretations
Committee (RIC, Accounting Interpretations Committee) of the Deutsches Rechnungslegungs Standards
Committee e.V. (Accounting Standards Committee of Germany), to the extent that these do not contra-
dict the standards and interpretations issued by the International Financial Reporting Interpretations
Committee (IFRIC) or the IASB.
New accounting standards – implemented in the year under review
The following standards and interpretations issued by the IASB and adopted by the European Commis-
sion became effective for Deutsche Börse AG as at 1 January 2013 and were applied for the first time
in the 2013 reporting period:
IFRS 10 “Consolidated Financial Statements” and IAS 27 (2011) “Separate Financial Statements”
(May 2011)
IFRS 10 replaces the guidance on control and consolidation contained in IAS 27 (2009) “Consolidated
and Separate Financial Statements” and SIC-12 “Consolidation – Special Purpose Entities” by uniform
principles and accounting requirements that are applied to all companies to determine control. IAS 27
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Basis of preparation
199
only contains the requirements governing separate financial statements. The standards have been
adopted by the EU on 11 December 2012 and are effective for financial years beginning on or after
1 January 2014. Earlier application is permitted.
IFRS 11 “Joint Arrangements” (May 2011)
The standard introduces two types of joint arrangement: “joint operations” and “joint ventures”. It super-
sedes IAS 31 “Interests in Joint Ventures” and SIC-13 “Jointly Controlled Entities – Non-Monetary Con-
tributions by Venturers”. The previous option to use proportionate consolidation for jointly controlled
entities has been abolished. Venturers in a joint venture must use the equity method of accounting.
IFRS 11 has been adopted by the EU on 11 December 2012. This standard must be applied for finan-
cial years beginning on or after 1 January 2014.
IFRS 12 “Disclosure of Interests in Other Entities” (May 2011)
IFRS 12 defines the required disclosures for entities that apply IFRS 10 “Consolidated Financial State-
ments” and IFRS 11 “Joint Arrangements”: these entities must disclose information that enables users of
their financial statements to evaluate the nature of, and the risks associated with, their interests in other
entities and the effects of those interests on their financial position, financial performance and cash flows.
The standard has been adopted by the EU on 11 December 2012 and is effective for financial years
beginning on or ofter 1 January 2014.
Amendments to IAS 28 “Investments in Associates and Joint Ventures” (May 2011)
As part of the amendments to IAS 28, accounting disclosures for joint ventures were included in the
standard; the basic approach for assessing the existence of significant influence and rules for applying
the equity method have been retained. The amendments to the standard were adopted by the EU on
11 December 2012 and must be applied together with IFRS 10, IFRS 11, IFRS 12 and IAS 27. The
standard is effective for financial years beginning on or after 1 January 2014.
IFRS 10, IFRS 11, IFRS 12, IAS 27 and IAS 28 have been adopted early. Their initial application has
no material effect on the basis of consolidation.
IFRS 13 “Fair Value Measurement” (May 2011)
This standard describes how to determine fair value and extends the related disclosures. Fair value is
defined in IFRS 13 as the price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date. IFRS 13 has been adopted
by the EU on 11 December 2012. This standard must be applied for financial years which began on
or after 1 January 2013.
Deutsche Börse AG provides comparative information for the previous year in accordance with the new
requirement. However, the new requirements have not had any material impact on the measurement of
the Group’s assets and liabilities. The amendment to IFRS 13 resulting from the “Annual Improvements
Project 2011–2013”, which has not yet been adopted by the EU, relates to the exception that contracts
200
Deutsche Börse Group corporate report 2013
managed as a portfolio can be measured on a net basis (portfolio exception). As Deutsche Börse AG
does not take a portfolio approach, the change does not have any impact on the measurement. The
change in the disclosures on fair value hierarchies resulting from IFRS 13 comprises additional disclo-
sures; these are presented in
note 32.
Amendments to IAS 1 “Presentation of Financial Statements” (June 2011)
The amendments to IAS 1 require entities to classify expenses and income recognised in other com-
prehensive income into two categories. The classification will depend on whether or not the item is
reclassified (recycled) to profit or loss in the future. Items that are not recycled to the income state-
ment must be presented separately from items that are recognised in profit or loss. The amendments
to the standard have been adopted by the EU on 5 June 2012 and are effective for financial years,
which began on or after 1 July 2012. In accordance with IAS 8 “Accounting Policies, Changes in
Accounting Estimates and Errors”, the amendments must be applied retrospectively. The application
of IAS 1 mainly affects the presentation of comprehensive income and expense.
Changes resulting from the “Annual Improvements Project 2009–2011” (May 2012)
Six amendments affecting five standards were implemented. The amendments must be applied for
financial years which began on or after 1 January 2013. The changes do not have any material
impact on Deutsche Börse AG’s consolidated financial statements.
Amendments to IFRS 7 “Financial Instruments: Disclosures” (December 2011)
The amendments introduce new disclosure requirements for certain offsetting arrangements: the disclo-
sure requirement applies regardless of whether the offsetting arrangement has in fact led to the financial
assets and financial liabilities being offset. In addition to a qualitative description of the rights of set-off,
the guidance specifically also requires quantitative disclosures. The amendments to IFRS 7 are effective
retrospectively for financial years beginning on or after 1 January 2013. The amendments were adopted
by the EU on 13 December 2012.
Amendments to IAS 36 “Impairment of Assets” (May 2013)
The amendments correct a previous amendment that had inadvertently required disclosure of the re-
coverable amount of each cash-generating unit, even if no impairment loss had been recognised. The
amendments of May 2013 removed this requirement again.
Additional disclosures are now required if the recoverable amount is determined on the basis of the
fair value less costs of disposal and an impairment loss is recognised. The amendments are effective
for financial years beginning on or after 1 January 2014. The amendments were adopted by the EU on
19 December 2013. Deutsche Börse AG applies the amendments together with the changes resulting
from IFRS 13.
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Basis of preparation
201
Amendments to IAS 39 “Financial Instruments: Recognition and Measurement” – novation of
derivatives (June 2013)
These amendments allow hedge accounting to continue after novation. Standardised OTC derivatives
that are now cleared through a central counterparty can be retained as hedging instruments under cer-
tain conditions when the parties to a contract are replaced by a clearing counterparty. The existing hedge
accounting relationship thus continues to exist. The amendments are effective for financial years begin-
ning on or after 1 January 2014. The amendments were adopted by the EU on 19 December 2013.
Deutsche Börse AG has opted for early application of the amendments.
New accounting standards – not yet implemented
The following standards and interpretations, which are relevant to Deutsche Börse Group and which
Deutsche Börse Group did not adopt in 2013 prior to the effective date, have been published by
the IASB prior to the publication of this corporate report and partially adopted by the European
Commission.
IFRS 9 “Financial Instruments” (November 2009)
IFRS 9 introduces new requirements for the classification and measurement of financial assets and is
intended to replace IAS 39 in the future. These stipulate that all financial assets that have to date fallen
within the scope of IAS 39 are either recognised at amortised cost or at fair value. The current version no
longer includes an effective date, but the standard is available for adoption if permitted by local account-
ing requirements. IFRS 9 was published in November 2009, reissued in October 2010 and amended
in November 2013. The standard has not been adopted by the EU yet.
Amendments to IFRS 9 “Financial Instruments” (October 2010)
The amendments extend IFRS 9 “Financial Instruments” to include rules on accounting for financial
liabilities. If the fair value option is applied to financial liabilities, revisions to the recognition of changes
in an entity’s own credit risk must be taken into account: a change in credit risk must now be recognised
in other comprehensive income rather than in profit or loss. The original effective date was removed
from the current version of the standard. Application is permitted if the rules on accounting for financial
assets are also applied. The standard has not been adopted by the EU yet.
Amendments to IFRS 9 and IFRS 7 – “Mandatory Effective Date and Transition Disclosures in
the Notes” (December 2011)
In addition to the amendments to IFRS 9 listed above, the IASB has issued further amendments to
IFRS 9 “Financial Instruments” and IFRS 7 “Financial Instruments: Disclosures”. This also had the effect
of postponing the requirement to apply the amended IFRS 9 for financial years beginning on or after
1 January 2015. The removal of the effective date from IFRS 9 (as most recently amended in November
2013) means that the amendments to IFRS 7 can also be delayed until IFRS 9 is adopted.
202
Deutsche Börse Group corporate report 2013
The additional disclosures in the notes required in IFRS 9 have been added as an amendment to IFRS 7:
the disclosures required include in particular recognition and measurement for the first reporting period
in which IFRS 9 is adopted, the changes in carrying amounts resulting from the transition to IFRS 9,
unless they relate to measurement effects at the time of transition, as well as the changes in carrying
amounts attributable to such effects. In addition, it must be possible, on the basis of the information
disclosed, to reconcile the measurement categories according to IAS 39 and IFRS 9 to individual line
items in the financial statements or classes of financial instruments. The amendments to the two stan-
dards have not yet been adopted by the EU.
Amendments to IFRS 9, IFRS 7 and IAS 39 – “Hedge Accounting” (November 2013)
In addition to the above amendments, new guidance has been added for hedge accounting in general.
There is an option to apply the guidance of IAS 39 on fair value hedge accounting for portfolio hedges of
interest rate risk or to follow the requirements of IFRS 9. When IFRS 9 is applied for the first time, there
is also the option to apply hedge accounting in accordance with IAS 39 or in accordance with IFRS 9
Chapter 6. In addition, the IASB allows early adoption of the requirement to recognise the changes in
fair value attributable to changes in the entity’s own credit risk in other comprehensive income if the
changes in fair value are reported in the income statement. The November 2013 amendment removed
the original effective date of IFRS 9.
Amendments to IAS 32 – “Offsetting of Financial Assets and Financial Liabilities” (December 2011)
The IASB has revised the guidance for offsetting financial assets and financial liabilities and published
the results in the form of amendments to IAS 32 “Financial Instruments: Presentation”.
The offsetting requirements laid down in IAS 32 have been retained in principle, and additional guid-
ance has been provided for clarification. In this guidance, the IASB emphasises firstly that an uncondi-
tional, legally enforceable right of offsetting must exist, even if one of the parties involved is insolvent.
Secondly, it lists illustrative criteria under which gross settlement of a financial asset and a finan-
cial liability nevertheless leads to offsetting. The additional guidance is effective retrospectively for fi-
nancial years beginning on or after 1 January 2014. The amendments have been adopted by the EU
on 13 December 2013.
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Basis of preparation
203
Amendments to IAS 19 “Employee Benefits” (November 2013)
In future, there will be an option on how to account for contributions that employees are required to
make to their defined benefit plans. The amendment permits employee contributions that are independ-
ent of the number of years of service to be attributed to the period in which the service is rendered. This
results in a negative benefit being attributed to the corresponding period of service. Previously, employee
contributions had been allocated to the defined benefit liability. The amendment must be applied for
financial years beginning on or after 1 July 2014, and earlier application permitted. The amendment
has not yet been adopted by the EU.
Amendments resulting from the “Annual Improvements Project 2010–2012” (December 2013)
Eight amendments affecting seven standards are planned. The amendments must be applied for finan-
cial years beginning on or after 1 July 2014.The amendments have not yet been adopted by the EU.
Amendments resulting from the “Annual Improvements Project 2011–2013” (December 2013)
Four amendments affecting four standards are planned. The amendments must be applied for financial
years beginning on or after 1 July 2014. The amendments have not yet been adopted by the EU.
Deutsche Börse Group cannot assess conclusively what the impact of the application of the new and
amended standards will be at this stage. In addition to extended disclosure requirements, the initial
application of IFRS 9 is expected to have an impact on the consolidated financial statements.
2. Basis of consolidation
Deutsche Börse AG’s equity interests in subsidiaries, associates and joint ventures as at 31 Decem-
ber 2013 included in the consolidated financial statements are presented in the following tables. Unless
otherwise stated, the financial information in these tables is presented in accordance with the generally
accepted accounting principles in the companies’ countries of domicile.
204
Deutsche Börse Group corporate report 2013
Fully consolidated subsidiaries
Company
Börse Frankfurt Zertifikate Holding S.A.2)
Börse Frankfurt Zertifikate AG4)
Clearstream Holding AG
Clearstream International S.A.
Clearstream Banking S.A.
Clearstream Banking Japan, Ltd.
REGIS-TR S.A.
Clearstream Banking AG
Clearstream Services S.A.
Clearstream Fund Services Ireland Ltd.
Clearstream Operations Prague s.r.o
LuxCSD S.A.
Deutsche Börse Asia Holding Pte. Ltd.
Eurex Clearing Asia Pte. Ltd.
Deutsche Börse Services s.r.o
Deutsche Boerse Systems, Inc.
Eurex Global Derivatives AG
Eurex Zürich AG
Eurex Frankfurt AG
Eurex Bonds GmbH
Eurex Clearing AG
Eurex Clearing Security Trustee GmbH
Eurex Repo GmbH
Eurex Services GmbH
U.S. Exchange Holdings, Inc.
International Securities Exchange Holdings, Inc.
ETC Acquisition Corp.
International Securities Exchange, LLC
ISE Gemini, LLC
Longitude LLC
Longitude S.A.
Finnovation S.A.
Infobolsa S.A.
Difubolsa, Serviços de Difusão e Informaçao de Bolsa, S.A.
Infobolsa Deutschland GmbH
Open Finance, S.L.
Market News International Inc.
MNI Financial and Economic Information (Beijing) Co. Ltd.
Need to Know News, LLC
Risk Transfer Re S.A.
STOXX Ltd.
Tradegate Exchange GmbH
Domicile
Luxembourg
Germany
Germany
Luxembourg
Luxembourg
Japan
Luxembourg
Germany
Luxembourg
Ireland
Czech Republic
Luxembourg
Singapore
Singapore
Czech Republic
USA
Switzerland
Switzerland
Germany
Germany
Germany
Germany
Germany
Germany
USA
USA
USA
USA
USA
USA
Luxembourg
Luxembourg
Spain
Portugal
Germany
Spain
USA
China
USA
Luxembourg
Switzerland
Germany
Equity interest
as at 31 Dec 2013
direct (indirect)
%
100.00
(100.00)
100.00
(100.00)
(100.00)7)
(100.00)
(50.00)
(100.00)
(100.00)
(100.00)
(100.00)
(50.00)
100.00
(100.00)
100.00
100.00
100.00
(100.00)8)
(100.00)
(79.44)
(100.00)
(100.00)
(100.00)
(100.00)
(100.00)
(100.00)
(100.00)
(100.00)
(100.00)
(100.00)
(100.00)
100.00
50.00
(50.00)
(50.00)
(31.00)
100.00
(100.00)
(100.00)
100.00
50.10
76.2310)
1) Includes capital reserves and retained earnings, accumulated gains or losses and net profit or loss for the year and, if necessary, further components according
to the respective local GAAP
2) Until 12 December 2013: Scoach Holding S.A.
3) Preliminary figures
4) Until 1 November 2013: Scoach Europa AG
5) Before profit transfer or loss absorption
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Basis of preparation
205
Currency
Ordinary share
capital
thousands
Equity1)
thousands
16,2973)
4,222
Total assets
thousands
16,3823)
7,990
101,000
2,285,314
2,391,839
Sales revenue
2013
thousands
Net profit/loss
2013
thousands
Initially
consolidated
€
€
€
€
€
JPY
€
€
€
€
CZK
€
SGD
SGD
CZK
US$
CHF
CHF
€
€
€
€
€
€
US$
US$
US$
US$
US$
US$
€
€
€
€
€
€
US$
US$
US$
€
CHF
€
820,942
845,455
672,2313)
11,257,0013)
382,5573) 6)
35,2523)
1,0603)
56,4943)
2,2403)
300,704
1,214,923
62,161
779
131,902
2,261
80,3773)
03)
259,5366)
208,861
2,131
238,9123)
258,6863)
346,7173)
50
140
25,000
75,0003)
6,500
3,600
25,000
30,000
500
160,200
6,000
0
0
200
400
100
10,000
6,000
3,600
5,065
0
0
115,419
4,400
351,922
310,398
5,297
100
200
208,047
5,582
361,742
346,694
1,050,920
1,849,282
8,247
10,017
25,000
249,813
16,762,785
25
100
25
75
550
75
13,808
1,182,469
1,251,681
1,000
– 857,494
946,200
0
0
0
5,000
0
1,100
156,4003)
331
50
100
4
9,911
0
4,193
1,225
1,000
500
1,724,709
2,292,482
3,785
40,528
8,448
3,901
1,0723)
131,4513)
11,7823)
164
1,397
779
21,114
260
5,766
1,225
96,856
977
3,789
109,590
9,830
4,154
1,7573)
163,3973)
13,2343)
198
1,412
1,316
18,469
528
7,536
11,293
110,638
1,367
03)
20,289
0
65,9006)
243
0
0
613,487
8,789
128,138
43,055
0
4,311
06)
3
15,698
0
0
0
150
286,690
18,383
1,623
4,0453)
33,6723)
7,5513)
130
140
2,334
19,133
1,042
6,308
1,483
88,827
1,779
4,3413)
1 July 2013
588
1 July 2013
102,0695)
101,593
18,2663)
7,1683)
–1,1033)
81,696
8,174
2007
2002
2002
2009
2010
2002
2002
194
10 Oct 2012
41,5103)
–270
2008
2010
0
0
14 Nov 2013
14 Nov 2013
30,366
349
2006
2000
69,466
1 Jan 2012
5,382
66,6709)
732
1,2275)
1998
1998
2001
1998
0
15 Oct 2013
11,5915)
69,2125)
– 150,371
32,691
150
44,429
2001
2007
2003
2007
2007
2007
3,448
5 Aug 2013
– 44
2007
6183)
28 June 2012
3,1013)
4943)
9
101
36
624
18
341
0
28,979
264
2008
2002
2002
2003
2011
2009
2011
2009
2004
2009
2010
6) Consists of interest and commission results due to the business operations
7) Thereof, 22.92 per cent are indirectly held via Clearstream Holding AG and 77.08 per cent are indirectly held via Clearstream International S.A.
8) Thereof, 50 per cent are directly held and 50 per cent are indirectly held via Eurex Global Derivatives AG.
9) Including income from profit pooling agreements with its subsidiaries amounting to €81,632 thousand
10) Thereof, 1.23 per cent are indirectly held via Tradegate AG Wertpapierhandelsbank.
206
Deutsche Börse Group corporate report 2013
As at 31 December 2013, Deutsche Börse AG held 50 per cent of the voting rights of Infobolsa S.A.,
Madrid, Spain. The key decision-making body of Infobolsa S.A. is the Board of Directors, where the
Chairman’s casting vote gives Deutsche Börse AG the majority of the votes.
Deutsche Börse AG indirectly holds 50 per cent of the voting rights in LuxCSD S.A., Luxembourg. Since
Deutsche Börse’s subsidiary Clearstream International S.A., which holds 50 per cent of the voting rights,
has the right to appoint the Chairman of the Supervisory Board, who also has a casting vote, there is a
presumption of control.
Moreover, Deutsche Börse AG indirectly holds 50 per cent of the voting rights in REGIS-TR S.A., Luxem-
bourg. Since Deutsche Börse’s subsidiary Clearstream Banking S.A., which holds 50 per cent of the
voting rights, has the right to appoint the Chairman of the Supervisory Board, who in turn has a casting
vote, there is a presumption of control.
Changes to consolidated subsidiaries
As at 1 January 2013
Additions
Disposals
as at 31 December 2013
Germany
Foreign
Total
9
2
0
11
27
4
0
31
36
6
0
42
In December 2012, SIX Swiss Exchange AG gave notice of termination of the cooperation agreement
governing the equity investment in Scoach Holding S.A., effective from the end of 30 June 2013. Con-
sequently, with effect from 1 July 2013, the shares in Scoach Schweiz AG held by Scoach Holding S.A.
were transferred to SIX Swiss Exchange AG; the shares in Scoach Holding S.A. previously held by SIX
Swiss Exchange AG were transferred to Scoach Holding S.A. and subsequently retired. Following the
transfer, Deutsche Börse AG’s equity interest in Scoach Holding S.A. increased to 100 per cent. The total
consideration for this exchange transaction amounted to €15.3 million. Remeasurement of the shares of
the Scoach subgroup held before the acquisition resulted in tax-neutral income from equity investment
of €2.0 million; of this amount, €0.1 million related to the remeasurement of the shares of Scoach Hold-
ing S.A. and Scoach Europa AG held before the exchange transaction. The fair value of the shares held
in Scoach Holding S.A. and Scoach Europa AG before the transaction amounted to €7.7 million. Good-
will of €4.6 million resulted from this transaction. Scoach Holding S.A. and Scoach Europa AG have
been fully consolidated in Deutsche Börse AG’s consolidated financial statements since 1 July 2013.
Scoach Europa AG was renamed Börse Frankfurt Zertifikate AG as at 1 November 2013. Scoach Hold-
ing S.A. was renamed Börse Frankfurt Zertifikate Holding S.A. on 12 December 2013. Thus this report
generally refers to the new names.
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Financial statements Notes
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207
Goodwill from the business combination
with Scoach Holding S.A. and Scoach Europa AG
Consideration transferred
Fair value of equity interest held before the acquisition
Received cash compensation
Total consideration
Acquired assets and liabilities
Customer relationships
Other intangibles assets
Deferred tax assets on tax loss carried forward
Trade receivables and other receivables
Other current assets
Total assets
Deferred tax liabilities on temporary differences
Other liabilities
Total liabilities
Total assets and liabilities acquired
Goodwill (not tax-deductible)
Preliminary goodwill
calculation
1 July 2013
€m
15.8
– 0.5
15.3
3.3
0.6
1.2
3.7
6.5
15.3
– 1.0
– 3.6
– 4.6
10.7
4.6
International Securities Exchange, Inc. established Topaz Exchange, LLC, Dover, USA, effective
29 May 2012. The exchange was granted an exchange licence by the SEC on 29 July 2013 and started
operating on 5 August 2013. It has been included in full in the consolidated financial statements since
July 2013. Topaz Exchange, LLC was renamed in ISE Gemini, LLC on 18 February 2014.
Eurex Clearing AG established Eurex Clearing Security Trustee GmbH, Frankfurt/Main, Germany, effective
15 October 2013. Since Eurex Clearing AG holds 100 per cent of the voting rights, there is a presump-
tion of control. The subsidiary has been included in full in the consolidated financial statements since its
foundation.
On 14 November 2013, Deutsche Börse AG established two companies, Deutsche Boerse Asia
Holding Pte. Ltd. and Eurex Clearing Asia Pte. Ltd., both domiciled in Singapore, Singapore. As wholly
owned subsidiaries of Deutsche Börse AG, the two companies have been included in full in the con-
solidated financial statements since their foundation.
208
Deutsche Börse Group corporate report 2013
Effective 10 January 2014, Deutsche Börse AG acquired a 100 per cent interest in Impendium Sys-
tems Ltd., domiciled in London, United Kingdom, at a purchase price of £3.2 million plus a revenue-
dependent purchase price component of £5.2 million. Since Deutsche Börse AG is the only shareholder,
there is a presumption of control. The subsidiary has been included in full in the consolidated financial
statements since the first quarter of 2014. Purchase price allocation had not been completed at the time
of preparing these consolidated financial statements.
Cur-
rency
Ordinary
share
capital
thousands
Sales
revenue
Liabilities
2013
thousands thousands
Net
profit/loss
2013
thousands
Assets
thousands
Associate
since
€
€
€
1,000
1,280,7181) 1,277,8911)
4,3631)
6721)
2007
40,050
940,9411)
821,2401)
62,2191)
13,6831)
1,000
3,3481)
5801)
2,3891)
5091)
1999
2010
13.02
GBP
0
9544)
7014)
1384)
– 4584)
2011
49.90
CHF
100
16,709
21,333
8,456
911
2009
Xetra
12.005)
€
50
1,3321)
1091)
1561)
1981)
2010
Eurex
(9.50)
US$
145,9106)
221,475
75,566
508,079
16,339 9 Feb 2012
Eurex
(20.00)
US$
6007) 2,953,3657) 2,941,7327)
157,2327)
3,5637)
2007
Eurex
(26.44)
US$
– 6936)
8931)
1,5861)
3,3491)
– 7931)
2010
Xetra
4.92
€
24,554
47,9311)
16,9571)
31,3601)
4,1271)
2010
Associates and joint ventures
Company,
domicile
Seg-
ment
Equity
interest as at
31 Dec 2013
direct
(indirect)
%
Xetra
16.20
(62.57)
25.01
Eurex
Eurex
Market
Data +
Services
Market
Data +
Services
Deutsche Börse
Commodities GmbH,
Germany
European Energy
Exchange AG2) 3)
Germany
ID’s SAS, France
Digital Vega FX Ltd.,
United Kingdom
Indexium AG,
Switzerland
Phineo gAG,
Germany
Direct Edge
Holdings, LLC, USA
The Options Clearing
Corporation, USA
Hanweck Associates,
LLC, USA
Tradegate AG Wert-
papierhandelsbank,
Germany8)
BrainTrade Gesell-
schaft für Börsen-
systeme mbH,
Germany
Zimory GmbH,
Germany
Xetra
Market
Data +
Services
25.589)
30.03
49.9011)
€
€
€
1,400
5,8951)
4,1361)
8,0991)
3581) 1 July 2013
2671)
11,5661)
6411)
1,4191)
–5,2851) 17 May 2013
50
9,321
307
0
– 986 17 May 2013
Deutsche Börse
Cloud Exchange AG,
Germany10)
Market
Data +
Services
Global Markets
Exchange Group
International, LLP,
United Kingdom
Eurex
28.57
GBP
4,0256)
20,250
259
0
– 979 24 Oct 2013
1) Preliminary figures
2) Subgroup figures
3) There was no control in financial year 2013.
4) Shortened financial year; period ended 30 November 2013
5)
In addition, Deutsche Börse AG holds an interest in Phineo Pool GbR, Berlin, Germany, which holds a 48 per cent stake in Phineo gAG.
This interest is jointly managed.
6) Value of equity
7) Figures as at 31 December 2012
8) As at the balance sheet date the fair value of the stake in the listed company amounted to €6.6 million.
9) Thereof, 14.29 per cent held directly and 14.29 per cent indirectly via Börse Frankfurt Zertifikate AG.
10) Deutsche Börse Cloud Exchange AG is part of the Zimory GmbH subgroup.
11) In addition, 14.78 per cent held indirectly via Zimory GmbH.
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Basis of preparation
209
In financial year 2013, Eurex Zürich AG acquired a further 2,573,356 shares in European Energy Ex-
change AG (EEX), increasing its interest from 56.14 per cent to 62.57 per cent. The total purchase price
of the tranches acquired amounted to €15.4 million. The purchase price allocation resulted in additional
goodwill of €1.5 million. Since Deutsche Börse Group does not have a majority on the Supervisory
Board of EEX in the year under review, it cannot exercise control; therefore the company was included as
an associate in Deutsche Börse Group’s consolidated financial statements. Since the Chairman of the
Supervisory Board, who is appointed by Eurex Zürich AG, has a casting vote on the Supervisory Board
of European Energy Exchange AG as from 1 January 2014, Eurex Zürich AG exercises control over EEX
as from that date. The company has been fully consolidated since 1 January 2014. The following assets
and liabilities were identified during purchase price allocation, which had not been completed at the
time these consolidated financial statements were prepared:
Goodwill resulting from taking control over European Energy Exchange AG
as at 1 January 2014
Consideration transferred
Fair value of equity interest held before taking control over European Energy Exchange AG
Acquired bank balances
Total consideration
Acquired assets and liabilities
Customer relationships
Other intangibles assets
Financial assets
Other non-current assets
Deferred tax assets
Other current assets
Deferred tax liabilities on temporary differences
Other non-current liabilities
Other current liabilities
Remeasurement of non-controlling interests
Total assets and liabilities acquired
Goodwill (not tax-deductible)
Preliminary goodwill
calculation
1 Jan 2014
€m
139.4
– 61.6
77,8
69.8
13.4
44.8
2.0
4.8
82.6
– 24.7
– 0.8
– 79.3
– 72.4
40.2
37.6
If EEX had already been consolidated as of 1 January 2013, the net revenue would have increased by
€47.1 million and earnings before taxes (EBT) would have increased by €9.1 million.
210
Deutsche Börse Group corporate report 2013
On 17 May 2013, Deutsche Börse AG acquired a 30.03 per cent interest carrying voting rights in
Zimory GmbH, Berlin, Germany, at a price of €10.0 million. The purchase price includes goodwill
amounting to €5.8 million. Since Deutsche Börse AG exercises significant influence within the meaning
of IAS 28.6 (a) by virtue of its membership in the Board of Directors, Zimory GmbH has been classified
as an associate and is accounted for using the equity method.
Effective 17 May 2013, Deutsche Börse AG and Zimory GmbH established Deutsche Börse Cloud
Exchange AG, Eschborn, Germany, in which Deutsche Börse AG holds a 49.90 per cent interest. As
Deutsche Börse AG exercises significant influence within the meaning of IAS 28.6 (a) by virtue of
its membership of the Board of Directors, the company has been classified as a joint venture and is
accounted for using the equity method.
As a result of the termination by SIX Swiss Exchange AG of the cooperation agreement governing the
equity investment in Scoach Holding S.A. and the resulting increase in Deutsche Börse AG’s interest
in Scoach Holding S.A. to 100 per cent, Deutsche Börse Group acquired, effective 1 July 2013, signifi-
cant influence over BrainTrade Gesellschaft für Börsensysteme mbH within the meaning of IAS 28.6 (a)
by virtue of its membership of the Board of Directors. Since then, BrainTrade Gesellschaft für Börsen-
systeme mbH has been classified as an associate and is accounted for using the equity method.
Direct Edge Holdings, LLC and BATS Global Markets, Inc. had entered into a merger agreement in
August 2013. This agreement was not legally completed by 31 December 2013. On completion, Inter-
national Securities Exchange Holdings, Inc. (ISE), New York, USA, was to surrender an interest of
22.04 per cent in Direct Edge Holdings, LLC and ultimately hold 9.5 per cent of the merged company.
Against this background, a portion of the investment in Direct Edge Holdings, LLC, which was previously
classified as an associate, was classified as “held for sale” in the third quarter of 2013, the remaining
portion continued to be classified as an associate. On 31 January 2014, the transaction was completed.
On 24 October 2013, Deutsche Börse AG acquired 50,000 class B shares of Global Markets Exchange
Group International LLP, London, United Kingdom, for a purchase price of £4.0 million and as a result
holds 28.57 per cent of the shares. The transaction resulted in goodwill of £3.1 million. As Deutsche
Börse AG exercises significant influence within the meaning of IAS 28.6 (a) by virtue of its membership
of the Board of Directors, Global Markets Exchange Group International LLP has since been classified as
an associate and is accounted for using the equity method.
Where Deutsche Börse Group’s share of the voting rights in a company amounts to less than 20 per cent,
Deutsche Börse Group’s significant influence is exercised in accordance with IAS 28.6 (a) through the
Group’s representation on the Supervisory Board or the board of directors of the following companies as
well as through corresponding monitoring systems:
Deutsche Börse Commodities GmbH, Frankfurt/Main, Germany
Digital Vega FX Ltd., London, United Kingdom
Phineo gAG, Berlin, Germany
Tradegate AG Wertpapierhandelsbank, Berlin, Germany
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3. Summary of key accounting policies
Deutsche Börse AG’s consolidated financial statements have been prepared in euros, the functional
currency of Deutsche Börse AG. Unless stated otherwise, all amounts are shown in millions of euros (€m).
The annual financial statements of subsidiaries included in the consolidated financial statements have
been prepared on the basis of the Group-wide accounting principles based on IFRSs that are described
in the following. They were applied consistently to the periods shown.
Adjustments to accounting policies
In the previous year, repo and options transactions in the item “Financial instruments of Eurex Clear-
ing AG” were only reported on a net basis if outstanding transactions were settled with an identical
offsetting transaction. As at 31 December 2013, outstanding repo and options transactions are netted
if a clearing member has offsetting corresponding transactions with the central counterparty with the
same settlement date. Prior-year figures have been adjusted accordingly. As a result, the financial
instruments of Eurex Clearing AG item has declined by €21.7 billion on both the assets and the
liabilities side of the balance sheet. For details see
note 15.
In January 2013, Deutsche Börse Group extended its product portfolio to include repo transactions with
a maturity greater than one year. Accordingly, the item “Financial instruments of Eurex Clearing AG” was
split into non-current and current.
Following the new management structure, the reporting segments were changed as at 1 January 2013
and prior-year figures have been adjusted accordingly.
Recognition of revenue and expenses
Trading, clearing and settlement fees are recognised on the trade day and billed on a monthly basis.
Custody revenue and revenue for systems development and systems operation are generally recognised
ratably and billed on a monthly basis. Sales of price information are billed on a monthly basis. Fees
charged to trading participants in connection with International Securities Exchange, LLC’s and ISE
Gemini LLC’s expenses for supervision by the U.S. Securities and Exchange Commission (SEC) are
recognised at the settlement date.
International Securities Exchange, LLC and ISE Gemini, LLC earn market data revenue from the sale of
trade and quote information on options through the Options Price Reporting Authority, LLC (OPRA, the
regulatory authority responsible for distributing market data revenues among the US options exchanges).
Pursuant to SEC regulations, US exchanges are required to report trade and quote information to OPRA.
International Securities Exchange, LLC and ISE Gemini, LLC earn a portion of the income of the US
option exchange association based on its share of eligible trades for option securities. Revenue is re-
corded as transactions occur on a trade date basis and is collected quarterly.
As a rule, rebates are deducted from sales revenue. They are recognised as an expense under “volume-
related costs” to the extent that they exceed the associated sales revenue. This item also comprises
expenses that depend on the number of certain trade or settlement transactions, the custody volume,
212
Deutsche Börse Group corporate report 2013
or the Global Securities Financing volume, or that result from revenue sharing agreements or maker-taker
pricing models. Volume-related costs no longer occur if the corresponding revenue is no longer generated.
Interest income and expenses are recognised using the effective interest method over the respective
financial instrument’s term to maturity. Interest income is recognised when it is probable that the eco-
nomic benefits associated with the transaction will flow to the entity and the income can be measured
reliably. Interest expenses are recognised as an expense in the period in which they are incurred. Interest
income and expenses from banking business are netted in the consolidated income statement and dis-
closed separately in
note 4.
Dividends are recognised in the result from equity investments if the right to receive payment is based
on legally assertable claims.
The consolidated income statement is structured using the nature-of-expense method.
Research and development costs
Research costs are expensed in the period in which they are incurred. Development costs are capitalised,
provided that they satisfy the recognition criteria set out in IAS 38. These development costs include
direct labour costs, costs of purchased services and workplace costs, including proportionate overheads
that can be directly attributed to the preparation of the respective asset for use, such as costs for the
software development environment. Development costs that do not meet the requirements for capitalisa-
tion are recognised in the consolidated income statement. Interest expense that cannot be allocated di-
rectly to one of the developments is recognised in profit or loss in the year under review and not included
in capitalised development cost. If research and development costs cannot be separated, the expenditures
are recognised as expenses in the period in which they are incurred.
All development costs (both primary costs and costs incurred subsequently) are allocated to projects.
The projects are broken down into the following phases in order to decide which cost components need
capitalising and which do not:
Non-capitalised phases
1. Design
Definition of product design
Specification of the expected economic benefit
Initial cost and revenue forecast
Capitalised phases
2. Detailed specifications
Compilation and review of precise specifications
Troubleshooting process
3. Building and testing
Software programming
Product testing
Non-capitalised phases
4. Acceptance
Planning and implementation of acceptance tests
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5. Simulation
Preparation and implementation of simulation
Compilation and testing of simulation software packages
Compilation and review of documents
6. Roll-out
Planning of product launch
Compilation and dispatch of production systems
Compilation and review of documents
In accordance with IAS 38, only tasks belonging to the “detailed specifications” and “building and
testing” phases are capitalised. All other phases of software development projects are expensed.
Intangible assets
Capitalised development costs are amortised from the date of first use of a software using the straight-
line method over its expected useful life. The useful life of internally developed software is generally
assumed to be five years; a useful life of seven years is used as the basis in the case of newly developed
trading platforms and clearing systems.
Purchased software is carried at cost and reduced by systematic amortisation and, where necessary,
impairment losses. Amortisation is charged using the straight-line method over the expected useful life
or at most until the right of use has expired.
Useful life of software
Asset
Standard software
Purchased custom software
Internally developed custom software
Amortisation period
3 to 10 years
3 to 6 years
3 to 7 years
Intangible assets are derecognised on disposal or when no further economic benefits are expected to
flow from them.
The amortisation period for intangible assets with finite useful lives is reviewed at least at the end of
each financial year. If the expected useful life of an asset differs from previous estimates, the amortisa-
tion period is adjusted accordingly.
Goodwill is recognised at cost and tested at least once a year for impairment.
The cost of the other intangible assets acquired in the course of business combinations corresponds to
the fair value as at the acquisition date. Assets with a finite useful life are amortised using the straight-
line method over the expected useful life. Assets with an indefinite useful life are tested for impairment
at least once a year.
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Deutsche Börse Group corporate report 2013
Useful life of other intangible assets arising out of business combinations
Asset
ISE’s exchange licence
Member relationships
Customer relationships
ISE trade name
STOXX trade name
Historical data
Amortisation period
indefinite
30 years
8 to 30 years
10 years
indefinite
5 years
As ISE’s exchange licence has an indefinite term and ISE expects to retain the licence as part of its over-
all business strategy, the useful life of this asset is classified as indefinite. The STOXX trade name includes
the trade name itself, the index methodologies and the Internet domains because these can generally not
be transferred separately. There are no indications that time limitations exist with regard to the useful life
of the STOXX trade name. A review is performed each reporting period to determine whether the events
and circumstances still justify classifying as indefinite the useful lives of ISE’s exchange licence and the
STOXX trade name.
Property, plant and equipment
Depreciable property, plant and equipment is carried at cost less cumulative depreciation. The straight-
line depreciation method is used. Costs of an item of property, plant and equipment comprise all costs
directly attributable to the production process, as well as an appropriate proportion of production over-
heads. Financing costs were not recognised in the year under review, as they could not be directly allo-
cated to any particular development.
Useful life of property, plant and equipment
Asset
Computer hardware
Office equipment
Leasehold improvements
Depreciation period
3 to 5 years
5 to 25 years
based on lease term
Repair and maintenance costs are expensed as incurred.
If it is probable that the future economic benefits associated with an item of property, plant and equip-
ment will flow to the Group and the cost of the respective asset can be reliably determined, expenditure
subsequent to acquisition is added to the carrying amount of the asset as incurred. The carrying
amounts of the parts of the asset that have been replaced are derecognised.
Impairment losses on property, plant and equipment and intangible assets
Specific non-current non-financial assets are tested for impairment. At each balance sheet date, the
Group assesses whether there is any indication that an asset may be impaired. In this case, the
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215
carrying amount is compared with the recoverable amount (the higher of value in use and fair value
less costs of disposal) to determine the amount of any potential impairment.
The value in use is estimated on the basis of the discounted estimated future cash flows from continu-
ing use of the asset and from its ultimate disposal, before taxes. For this purpose, discount rates are esti-
mated based on the prevailing pre-tax weighted average cost of capital. If no recoverable amount can
be determined for an asset, it is allocated to a cash-generating unit, for which the recoverable amount
is calculated.
Irrespective of any indications of impairment, intangible assets with indefinite useful lives and intangible
assets not yet available for use must be tested for impairment annually at least. Impairment tests are
performed where there are indications of impairment. If the estimated recoverable amount is lower than
the carrying amount, an impairment loss is recognised, and the net book value of the asset is reduced
to its estimated recoverable amount.
Goodwill is allocated to identifiable groups of assets (cash-generating units) or groups of cash-generating
units that create synergies from the respective acquisition. This corresponds to the lowest level at which
Deutsche Börse Group monitors goodwill. An impairment loss is recognised if the carrying amount of the
cash-generating unit to which goodwill is allocated (including the carrying amount of this goodwill) is
higher than the recoverable amount of this group of assets. The impairment loss is first allocated to the
goodwill, then to the other assets in proportion to their carrying amounts.
A review is conducted at every balance sheet date to see whether there is any indication that an impair-
ment loss recognised on non-current assets (excluding goodwill) in the previous years no longer applies.
If this is the case, the carrying amount of the asset is increased and the difference is recognised in profit
or loss.The maximum amount of this reversal is limited to the carrying amount that would have resulted
if no impairment loss had been recognised in previous periods. Impairment losses on goodwill are not
reversed.
Financial investments
Financial investments comprise investments in associates and financial assets.
Investments in associates consist of investments in joint ventures and other associates. They are
measured at cost on initial recognition and accounted for using the equity method upon subsequent
measurement.
Financial assets (“Finanzielle Vermögenswerte”)
For Deutsche Börse Group, financial assets are, in particular, other equity investments, receivables and
securities from banking business, other financial instruments and other loans, financial instruments of
Eurex Clearing AG, receivables and other assets as well as bank balances.
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Deutsche Börse Group corporate report 2013
Recognition of financial assets
Financial assets are recognised when a Group company becomes a party to the contractual provisions of
the instrument. They are generally recognised at the trade date. Loans and receivables from banking
business, available-for-sale financial assets from banking business as well as purchases and sales of
equities via the central counterparty (i.e. Eurex Clearing AG) are recognised at the settlement date.
Financial assets are initially measured at fair value; in the case of a financial asset that is not measured
at fair value through profit or loss in subsequent periods, this includes transaction costs.
Subsequent measurement of financial assets
Subsequent measurement of financial instruments follows the categories which are described below.
As in previous years, Deutsche Börse Group did not take advantage of the option to allocate financial
assets to the “held-to-maturity investments” category in the year under review. In addition, the Group
waived the possibility to designate financial assets at fair value through profit and loss (fair value
option). The financial assets are allocated to the respective categories at initial recognition.
Assets held for trading
Derivatives that are not designated as hedging instruments as well as financial instruments of Eurex
Clearing AG (see details below) are measured at fair value through profit or loss. Apart from financial
instruments of Eurex Clearing AG this category includes in particular interest rate swaps, currency swaps
and forward foreign exchange transactions. If they are settled within one year, they are allocated to cur-
rent assets. All other financial assets are allocated to non-current assets.
Fair value of these derivatives is calculated based on observable current market rates. If resulting from
banking business, realised and unrealised gains and losses are immediately recognised in the con-
solidated income statement as “other operating income” and “other operating expenses” or, if incurred
outside the banking business, as “financial income” and “financial expenses”.
Loans and receivables
Loans and receivables comprise in particular current and non-current receivables from banking business,
trade receivables as well as other current receivables. They are recognised at amortised cost, taking into
account any potential impairment losses, if applicable. Premiums and discounts are included in the
amortised cost of the instrument concerned and are amortised using the effective interest method; they
are contained in “net interest income from banking business” if they relate to banking business, or in
“financial income” and “financial expense”.
Available-for-sale financial assets
Non-derivative financial assets are classified as “available-for-sale financial assets”, if they cannot be
allocated to the “loans and receivables” and “assets held for trading” categories. These assets comprise
debt and equity investments recognised in the “other equity investments” and “other financial instruments”
items as well as debt instruments recognised in the current and non-current receivables and securities
from banking business items.
Available-for-sale financial assets are generally measured at the fair value observable in an active market.
Unrealised gains and losses are recognised directly in equity in the revaluation surplus. Impairment and
effects of exchange rates on monetary items are excluded from this general rule; they are recognised in
profit or loss.
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Basis of preparation
217
Equity instruments for which no active market exists are measured on the basis of current comparable
market transactions, if these are available. If an equity instrument is not traded in an active market and
alternative valuation methods cannot be applied to that equity instrument, it is measured at cost, subject
to an impairment test.
Realised gains and losses are generally recognised under financial income or financial expense. Interest
income is recognised in the consolidated income statement in net interest income from banking business
based on the effective interest rate method. Other realised gains and losses are recognised in the con-
solidated income statement in “other operating income” and “other operating expenses”.
If debt instruments of banking business are hedged instruments under fair value hedges, hedge account-
ing is applied for fair value adjustments corresponding to the hedged item (see
section below).
“Fair value hedges”
Derecognition of financial assets
Financial assets are derecognised when the contractual rights to the cash flows expire or when substan-
tially all the risks and rewards of ownership of the financial assets are transferred.
Clearstream Banking S.A. acts as principal in securities borrowing and lending transactions in the context
of the ASLplus securities lending system. Legally, it operates between the lender and the borrower with-
out being an economic contracting partner (transitory items). In these transactions, the securities borrowed
and lent match each other. Consequently, these transactions are not recognised in the consolidated
balance sheet.
Impairment of financial assets
Financial assets that are not measured at fair value through profit or loss are reviewed at each balance
sheet date to establish whether there is any indication of impairment.
Deutsche Börse Group has laid down criteria for assessing whether there is evidence of impairment.
These criteria primarily include significant financial difficulties on the part of the debtor and breaches
of contract.
The amount of an impairment loss for a financial asset measured at amortised cost is the difference
between the carrying amount and the present value of the estimated future cash flows, discounted at the
original effective interest rate. A subsequent reversal is recognised at a maximum at the carrying amount
that would have resulted if no impairment loss had been recognised.
The amount of an impairment loss for a financial asset measured at cost (equity instruments that are
non-listed) is the difference between the carrying amount and the present value of the estimated future
cash flows, discounted at a current market interest rate. Subsequent reversal is not permitted.
In the case of available-for-sale financial assets, the impairment loss is calculated as the difference
between cost and fair value. Any reduction in fair value already recognised in equity is reclassified to
profit or loss upon determination of the impairment loss. A subsequent reversal may only be recognised
for debt instruments if the reason for the original impairment loss no longer applies.
218
Deutsche Börse Group corporate report 2013
Financial liabilities
Financial liabilities relate primarily to interest-bearing liabilities, other non-current liabilities, liabilities
from banking business, financial instruments of Eurex Clearing AG, cash deposits by market participants
as well as trade payables. They are recognised when a Group company becomes a contracting party to
the instrument.
They are generally recognised at the trade date. Purchases and sales of equities via the central counter-
party (i.e. Eurex Clearing AG) are recognised at the settlement date.
Netting of financial assets and liabilities
Financial assets and liabilities are offset and only the net amount is presented in the consolidated balance
sheet when a Group company currently has a legally enforceable right to set off the recognised amounts
and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Financial liabilities not measured at fair value through profit and loss
Financial liabilities not held for trading are carried at amortised cost. These liabilities comprise issued
bonds and private placements. The borrowing costs associated with the placement of financial liabilities
are included in the carrying amount, within the framework of the effective interest method, if they are
directly attributable. Discounts reduce the carrying amount of liabilities and are amortised over the term
of the liabilities.
Financial liabilities measured at fair value through profit and loss
A forward transaction with a non-controlling shareholder for the acquisition of non-controlling interests
that is settled in cash or by delivering other financial assets is a financial liability recognised at fair value.
It is subsequently measured at fair value through profit and loss. The equity interest attributable to a
non-controlling shareholder underlying the transaction is accounted for as if it had already been acquired
at the time of the transaction.
Derivatives and hedges
Derivatives are used to hedge interest rate risk or foreign exchange risk. All derivatives are carried at their
fair values. The fair value of interest rate swaps is determined on the basis of current observable market
interest rates. The fair value of forward foreign exchange transactions is determined on the basis of for-
ward foreign exchange rates at the balance sheet date for the remaining period to maturity.
Hedge accounting is used for derivatives that are part of a hedging relationship determined to be highly
effective and for which certain conditions are met. This relates in particular to the documentation of the
hedging relationship and the risk strategy and to how reliably the effectiveness can be measured.
Cash flow hedges
The portion of the gain or loss on the hedging instrument determined to be highly effective is recognised
directly in equity. This gain or loss ultimately adjusts the value of the hedged cash flow, i.e. the gain or
loss from the hedging instrument is recognised in profit or loss when the hedged item is recognised in
the balance sheet or in profit or loss. The ineffective portion of the gain or loss is recognised immediately
in the consolidated income statement.
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219
Fair value hedges
The gain or loss on the hedging instrument, together with the gain or loss on the hedged item (underlying)
attributable to the hedged risk, is recognised immediately in the consolidated income statement. Any
gain or loss on the hedged item adjusts its carrying amount.
Hedges of a net investment in a foreign operation
The effective portion of the gain or loss from a hedging transaction that is designated as a highly effec-
tive hedge is recognised directly in equity. It is recognised in profit or loss when the foreign operation
is sold. The ineffective portion of the gain or loss is recognised immediately in the consolidated income
statement.
Derivatives that are not part of a hedging relationship
Gains or losses on derivative instruments that are not part of a highly effective hedging relationship are
recognised immediately in the consolidated income statement.
Financial instruments of Eurex Clearing AG (central counterparty)
Eurex Clearing AG acts as the central counterparty and guarantees the settlement of all transactions
involving futures and options on the Eurex exchanges (Eurex Deutschland and Eurex Zürich AG). As the
central counterparty, it also guarantees the settlement of all transactions for Eurex Bonds (bond trading
platform) and Eurex Repo (repo trading platform), certain exchange transactions in equities on Frankfurter
Wertpapierbörse (FWB, the Frankfurt Stock Exchange) and certain cash market transactions on the Irish
Stock Exchange. In addition, Eurex Clearing AG guarantees the settlement of all OTC (over-the-counter,
i.e. off-exchange) transactions entered in the trading system of the Eurex exchanges, Eurex Bonds, Eurex
Repo, the Frankfurt Stock Exchange and the Irish Stock Exchange. These transactions are only executed
between Eurex Clearing AG and a clearing member.
In accordance with IAS 39, purchases and sales of equities and bonds via the central counterparty are
recognised and simultaneously derecognised at the settlement date.
For products that are marked to market (futures and options on futures), Eurex Clearing AG recognises
gains and losses on open positions of clearing members on each exchange day. By means of the variation
margin, profits and losses on open futures positions resulting from market price fluctuations are settled
on a daily basis. The difference between this and other margin types is that the variation margin
does not comprise collateral, but is a daily offsetting of profits and losses in cash. In accordance with
IAS 39, futures are therefore not reported in the consolidated balance sheet. For future-style options,
the option premium is not required to be paid in full until the end of the term or upon exercise. Option
premiums are carried in the consolidated balance sheet as receivables and liabilities at their fair value
on the trade date.
“Traditional” options, for which the buyer must pay the option premium in full upon purchase, are carried
in the consolidated balance sheet at fair value. Fixed-income bond forwards are recognised as deriv-
atives and carried at fair value until the settlement date. Receivables and liabilities from repo trans-
actions are classified as held for trading and carried at fair value. Receivables and liabilities from
variation margins and cash collateral that is determined on the reporting date and only paid on the fol-
lowing day are carried at their nominal amount.
220
Deutsche Börse Group corporate report 2013
The “financial instruments of Eurex Clearing AG” are reported as non-current if the remaining maturity
of the underlying transactions exceeds twelve months at the reporting date.
The fair values recognised in the consolidated balance sheet are based on daily settlement prices.
These are calculated and published by Eurex Clearing AG in accordance with the rules set out in
the contract specifications (see also the
clearing conditions of Eurex Clearing AG).
Cash or securities collateral of Eurex Clearing AG
As Eurex Clearing AG guarantees the settlement of all traded contracts, it has established a multi-level
collateral system. The central pillar of the collateral system is the determination of the overall risk per
clearing member (margin) to be covered by cash or securities collateral. Losses calculated on the basis
of current prices and potential future price risks are covered up to the date of the next collateral payment.
In addition to these daily collateral payments, each clearing member must make contributions to the
clearing fund (for further details, see the
risk report in the combined management report). Cash col-
lateral is reported in the consolidated balance sheet under “cash deposits by market participants” and the
corresponding amounts under “restricted bank balances”.
In accordance with IAS 39.20 (b) in conjunction with IAS 39.37, securities collateral is not derecog-
nised by the clearing member providing the collateral, as the transfer of securities does not meet the
conditions for derecognition.
Treasury shares
The treasury shares held by Deutsche Börse AG at the reporting date are deducted directly from share-
holders’ equity. Gains or losses on treasury shares are taken directly to equity. The transaction costs
directly attributable to the acquisition of treasury shares are accounted for as a deduction from share-
holders’ equity (net of any related income tax benefit).
Other current assets
Receivables, other assets, and cash and cash equivalents are carried at their nominal amount. Adequate
valuation allowances take account of identifiable risks.
Restricted bank balances include cash deposits by market participants which are invested largely over-
night, mainly in the form of reverse repurchase agreements with banks.
Non-current assets held-for-sale
Non-current assets that are available for immediate sale in their present condition and whose sale is
highly probable within a reasonable period of time are classified as “non-current assets held for sale”.
A transaction is highly probable if measures for the sale have already been initiated and the relevant
bodies have adopted the corresponding resolutions.
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Basis of preparation
221
Pensions and other employee benefits
Pensions and other employee benefits relate to defined contribution and defined benefit pension plans.
Defined contribution pension plans
There are defined contribution plans as part of the occupational pension system via pension funds and
similar pension institutions, as well as on the basis of the 401(k) plan. In addition, contributions are
paid to the statutory pension insurance scheme. The level of contributions is normally determined in
relation to income. No provisions are recognised for defined contribution plans. The contributions paid
are reported as pension expenses in the year of payment.
There are defined contribution pension plans for employees working in Germany, Luxembourg, the Czech
Republic, the UK and the USA. In addition, the employer pays contributions to employees’ private pen-
sion funds.
Defined benefit plans
Provisions for pension obligations are measured, separately for each pension plan, using the projected
unit credit method on the basis of actuarial reports. The fair value of plan assets, taking into account the
asset ceiling rules if there are any surplus plan assets, is deducted from the present value of pension
obligations. This results in the net defined benefit liability or asset. Net interest for the financial year is
calculated by applying the discount rate determined at the beginning of the financial year to the net
defined benefit liability determined as at that date.
The relevant discount rate is determined by reference to the return on long-term corporate bonds with a
rating of at least AA (Moody’s Investors Service, Standard & Poor’s, Fitch Ratings and Dominion Bond
Rating Service) on the basis of the information provided by Bloomberg, and a maturity that corresponds
approximately to the maturity of the pension obligations. Moreover, the bonds must be denominated in
the same currency as the underlying pension obligation. Measurement of the pension obligations in
euros is based on a discount rate of 3.4 per cent, which is determined according to the Towers Watson
“GlobalRate:Link” methodology (updated in line with the current market trend).
Actuarial gains or losses resulting from changes in expectations with regard to life expectancy, pension
trends, salary trends, or the discount rate as compared with the estimate at the beginning of the period
or compared with the actual development during the period are recognised directly in other comprehen-
sive income. Actuarial gains and losses recognised in other comprehensive income may not be reclassi-
fied to profit or loss in subsequent periods. Similarly, differences between the (interest) income on plan
assets determined at the beginning of the period and the return on plan assets actually recorded at the
end of the period are also recognised directly in other comprehensive income. The actuarial gains or
losses and the difference between the expected and the actual return or loss on plan assets are recog-
nised as revaluation surplus.
Other long-term benefits for employees and members of executive boards (total disability pension, tran-
sitional payments and surviving dependents’ pensions) are also measured using the projected unit credit
method. Actuarial gains and losses and past service cost are recognised immediately and in full through
profit or loss.
222
Deutsche Börse Group corporate report 2013
Other provisions
Provisions are recognised if the Group has a present obligation from an event in the past, an outflow of
resources with economic benefit to settle the obligation is probable and it is possible to reliably estimate
the amount of this obligation. The amount of the provision corresponds to the best possible estimate of
the expense which is necessary to settle the obligation at the balance sheet date. A provision for restruc-
turing is only recognised when an entity has a detailed formal plan for the restructuring and has raised
a valid expectation in those affected that the restructuring measures will be implemented, for example
by starting to implement that plan or announcing its main features to those affected by it. Contingent
liabilities are not recognised, but disclosed unless the possibility of an outflow of resources embodying
economic benefits is remote.
Share-based payment
Deutsche Börse Group operates the Group Share Plan and the Stock Bonus Plan (SBP), which provide
share-based payment components for employees, senior executives and executive board members.
Group Share Plan
Under the Group Share Plan, shares are granted at a discount to the market price. The expense of this
discount is recognised in the income statement at the grant date.
Stock Bonus Plan (SBP)
The SBP shares are generally accounted for as share-based payments for which Deutsche Börse AG has
a choice of settlement in cash and equity instruments. In financial year 2013, as in the previous years,
a standard contract was drafted to settle the tranche due in the following year in cash. Under these
circumstances, there is at present a presumption in accordance with IFRS 2 that all SBP shares will
be settled in cash. Accordingly, Deutsche Börse Group has measured the SBP shares as cash-settled
share-based payment transactions.The cost of the options is estimated using an option pricing model
(fair value measurement) and recognised in staff costs in the income statement. Any right to payment
of a stock bonus only vests after the expiration of the service or performance period on which the plan
is based.
A separate variable share-based payment has been agreed for Deutsche Börse AG’s Executive Board
since financial year 2010. The number of virtual shares for each Executive Board member is calculated
on the basis of Deutsche Börse AG’s average share price in the two months preceding the point in time
at which the Supervisory Board establishes the 100 per cent target value for the variable share compo-
nent. The calculation of the subsequent payout amount of the stock bonus depends on the change in
relative shareholder return and Deutsche Börse AG’s share price performance. Claims under this stock
bonus programme are settled in cash after the expiration of the three-year performance period.
Deferred tax assets and liabilities
Deferred tax assets and liabilities are computed using the balance sheet approach. The deferred tax
calculation is based on temporary differences between the carrying amounts in the tax accounts and
the carrying amounts in the IFRS financial statements that lead to a future tax liability or benefit when
assets are used or sold or liabilities are settled.
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Financial statements Notes
Basis of preparation
223
The deferred tax assets or liabilities are measured using the tax rates that are currently expected to apply
when the temporary differences reverse, based on tax rates that have been enacted or substantively
enacted by the reporting date. Deferred tax assets are recognised for the carryforward of unused tax
losses only to the extent that it is probable that future taxable profit will be available. Deferred tax assets
and deferred tax liabilities are offset where a legally enforceable right to set off current tax assets against
current tax liabilities exists and the deferred tax assets and deferred tax liabilities relate to income taxes
levied by the same taxation authority.
Leases
Leases are classified as operating leases or finance leases. A lease is classified as a finance lease if it
transfers substantially all the risks and rewards incidental to ownership of the asset from the lessor to the
lessee. All other leases are classified as operating leases.
Leased assets and the associated liabilities are recognised at the lower of fair value and the present
value of the minimum lease payments if the criteria for classification as a finance lease are met. The
leased asset is depreciated or amortised using the straight-line method over its useful life or the lease
term, if shorter. In subsequent periods, the liability is measured using the effective interest method.
Expenses incurred in connection with operating leases are recognised as an expense on a straight-line
basis over the lease term.
Consolidation
All subsidiaries directly or indirectly controlled by Deutsche Börse AG are included in Deutsche
Börse AG’s consolidated financial statements. Deutsche Börse Group controls a company if it is ex-
posed to variable returns resulting from its involvement with the company in question or has rights
to such returns and is able to influence them by using its power over the company.
Initial consolidation of subsidiaries in the course of business combinations uses the purchase method.
The acquiree’s identifiable assets, liabilities and contingent liabilities are recognised at their fair values at
the acquisition date. Any excess of cost over the acquirer’s interest in the fair value of the subsidiary’s
net identifiable assets is recognised as goodwill. Goodwill is reported in subsequent periods at cost less
accumulated impairment losses.
Intragroup assets and liabilities are eliminated. Income arising from intragroup transactions is eliminated
against the corresponding expenses. Profits or losses arising from deliveries of intragroup goods and
services, as well as dividends distributed within the Group, are eliminated. Deferred taxes are recognised
for consolidation adjustments where these are expected to reverse in subsequent years.
Interests in equity attributable to non-controlling interest shareholders are carried under “non-controlling
interests” within equity. Where these are classified as “puttable instruments”, they are reported under
“liabilities”.
224
Deutsche Börse Group corporate report 2013
Currency translation
Transactions denominated in a currency other than a company’s functional currency are translated into
the functional currency at the spot exchange rate applicable at the transaction date. At the balance sheet
date, monetary balance sheet items in foreign currency are measured at the exchange rate at the bal-
ance sheet date, while non-monetary balance sheet items recognised at historical cost are measured at
the exchange rate on the transaction date. Non-monetary balance sheet items measured at fair value
are translated at the closing rate on the valuation date. Exchange rate differences are recorded as other
operating income or expense in the period in which they arise unless the underlying transactions are
hedged. Gains and losses from a monetary item that forms part of a net investment in a foreign oper-
ation are recognised directly in “accumulated profit”.
The annual financial statements of companies whose functional currency is not the euro are translated
into the reporting currency as follows: assets and liabilities are translated into euros at the closing rate.
The items in the consolidated income statement are translated at the average exchange rates for the
period under review. Resulting exchange differences are recognised directly in accumulated profit. When
the relevant subsidiary is sold, these exchange differences are recognised in consolidated profit for the
period in which the deconsolidation gain or loss is realised.
The following euro exchange rates of consequence to Deutsche Börse Group were applied:
Exchange rates
Swiss francs
US dollars
Czech koruna
Average rate
2013
Average rate
2012
Closing price as
at 31 Dec 2013
Closing price as
at 31 Dec 2012
CHF
USD (US$)
1.2294
1.3317
1.2043
1.2929
1.2256
1.3769
1.2073
1.3196
CZK
26.0261
25.1182
27.4000
25.0960
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carry-
ing amounts of assets and liabilities arising from initial consolidation are reported in the functional
currency of the foreign operation and translated at the closing rate.
Key sources of estimation uncertainty and management judgements
The application of accounting policies, presentation of assets and liabilities and recognition of income
and expenses requires the Executive Board to make certain judgements and estimates. Adjustments in
this context are taken into account in the period the change was made as well as in subsequent periods,
where necessary.
Impairment
Deutsche Börse Group tests goodwill and intangible assets with indefinite useful lives for impairment at
least once a year. Certain assumptions have to be made to determine the recoverable amount, which is
calculated regularly using discounted cash flow models. This is based on the relevant business plans
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Financial statements Notes
Basis of preparation
225
with a time horizon of 3 to 5 years. These plans in turn contain projections of the future financial per-
formance of the cash-generating units. If their actual financial performance fails to meet these expecta-
tions, corresponding adjustments may be necessary. For further information on the effects of changes in
the discount rate and further assumptions, please see
note 11.
Pensions and other employee benefits
Pensions and other employee benefits are measured using the projected unit credit method, which
calculates the actuarial present value of the accumulated benefit obligation. Calculating the present
value requires certain actuarial assumptions (such as the discount rate, staff turnover rate, salary and
pension trends) to be made. The current service cost and the net interest expense or income for the
subsequent period are calculated on the basis of these assumptions. Any departures from these as-
sumptions, for example because of changes in the macroeconomic environment, are recognised in
other comprehensive income in the following financial year. A sensitivity analysis of the key factors
is presented in
note 22.
Income taxes
Deutsche Börse Group is subject to the tax laws of those countries in which it operates and generates
income. Considerable management judgement has to be exercised in determining the tax provisions.
For a large number of transactions and calculations, no definitive tax-relevant information is available
at the time these figures are determined. Deutsche Börse Group recognises corresponding provisions
for risks expected from external tax audits. If the final results of these external audits differ from the
estimates, the resulting effects on current and deferred taxes are recognised in the period in which
they become known.
Legal risks
Deutsche Börse AG or its group companies are subject to litigation. Such litigation may lead to orders to
pay against the entities of the group. If it is more likely than not that an outflow of resources will occur, a
provision will be recognised based on an estimate of the most probable amount necessary to settle the
obligation if such amount is reasonably estimable. Management judgement includes the determination
whether there is a possible obligation from past events, the evaluation of the probability that an out-
flow will occur and the estimation of the potential amount. As the outcome of litigation is usually uncer-
tain, the judgement is reviewed continuously. For further information on other risks please see
note 37.
Group Share Plans
Note 39 contains disclosures on the valuation model used for the stock options. Where the estimates
of the valuation parameters originally applied differ from the actual values available when the options are
exercised, adjustments are necessary; such adjustments are recognised in the consolidated income
statement for the period if they relate to cash-settled share-based payment transactions.
Provisions
In addition, the probable utilisation applied when establishing provisions for expected losses from rental
agreements is estimated (see
note 24). In the creation of personnel-related restructuring provisions,
certain assumptions were made with regard to, for example, fluctuation rate, discount rate and salary
trends. Should the actual values deviate from these assumptions, adjustments may be necessary.
226
Deutsche Börse Group corporate report 2013
Consolidated income statement disclosures
4. Net revenue
Composition of net revenue
Eurex
Equity index derivatives
Interest rate derivatives
US options (ISE)
Equity derivatives
Other assets
Xetra
Trading1)
Clearing and settlement fees
Other assets
Clearstream
Custody fees
Transaction fees
Global Securities Financing
Net interest income
Other assets
Market Data + Services
Sales of price information2)
Indices
Connectivity
Technology Services
Other assets
Sales revenue
Net interest income from banking
business
2013
€m
349.7
183.9
180.8
41.9
93.7
850.0
115.3
34.5
22.2
172.0
445.3
121.2
88.3
0
119.2
774.0
163.5
84.4
70.7
56.0
23.7
398.3
2012
€m
402.5
170.9
157.7
41.9
85.2
858.2
108.9
34.5
19.0
162.4
438.2
111.1
89.4
0
118.9
757.6
161.9
83.6
66.3
68.3
22.0
402.1
2013
€m
2012
€m
0
0
0
0
0
0
0
0
0
0
0
0
0
35.9
0
35.9
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
52.0
0
52.0
0
0
0
0
0
0
Total
2,194.3
2,180.3
35.9
52.0
Consolidation of internal net revenue
– 34.0
– 35.0
0
0
Group
2,160.3
2,145.3
35.9
52.0
1) The „Trading“ item includes Börse Frankfurt (formerly Xetra Frankfurt Specialist Trading; Since Q3/2013 following the termination of the Börse Frankfurt Zertifikate
Holding S.A. cooperation including certificates and warrants) and the electronic Xetra trading system.
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Financial statements Notes
Consolidated income statement disclosures
227
Other operating income
Volume-related costs
Net revenue
2013
€m
0
0
0
0
13.5
13.5
0
0
8.9
8.9
0
0
0
0
7.4
7.4
0.3
1.5
0
0.5
1.3
3.6
2012
€m
0
0
0
0
10.2
10.2
0
0
6.4
6.4
0
0
0
0
3.1
3.1
0
1.7
0
0.9
1.4
4.0
2013
€m
– 24.4
0
– 89.3
– 1.7
– 7.4
2012
€m
– 27.9
0
– 63.7
– 1.6
– 7.7
– 122.8
– 100.9
– 22.6
– 6.5
– 0.1
– 29.2
– 103.9
– 12.2
– 30.5
0
– 16.8
– 163.4
– 21.7
– 8.9
0
– 0.4
– 4.9
– 35.9
– 18.4
– 5.1
– 0.8
– 24.3
– 103.7
– 12.1
– 32.3
0
– 14.7
– 162.8
– 20.8
– 9.1
– 0.7
– 0.9
– 4.2
– 35.7
2013
€m
325.3
183.9
91.5
40.2
99.8
740.7
92.7
28.0
31.0
151.7
341.4
109.0
57.8
35.9
109.8
653.9
142.1
77.0
70.7
56.1
20.1
366.0
2012
€m
374.6
170.9
94.0
40.3
87.7
767.5
90.5
29.4
24.6
144.5
334.5
99.0
57.1
52.0
107.3
649.9
141.1
76.2
65.6
68.3
19.2
370.4
33.4
23.7
– 351.3
– 323.7
1,912.3
1,932.3
– 12.8
– 12.0
46.8
47.0
0
0
20.6
11.7
– 304.5
– 276.7
1,912.3
1,932.3
2) As the products of Market News International Inc. and Need To Know News, LLC have been fully integrated, the sales revenue of these two companies is reported
under the sales of price information for the Market Data + Services segment. Prior-year figures have been adjusted accordingly.
228
Deutsche Börse Group corporate report 2013
Since the first quarter of 2012, Deutsche Börse Group has been using net revenue as primary key per-
formance indicator for income. This consists of sales revenue plus external net interest income from
banking business and other operating income deducing volume-related costs. The increase in volume-
related costs is mainly due to methodological factors. Changes to fee models pushed up both volume-
related costs and revenue, so that the changes had no impact on earnings overall.
As a result of the changes made to Deutsche Börse Group’s organisational structure as at 1 January
2013, various products (mainly connectivity and technology services) were transferred from the previous
market segments to the new Market Data + Services segment. See also
have been adjusted accordingly.
note 35. Prior-year figures
Composition of net interest income from banking business
Loans and receivables
Financial liabilities measured at amortised cost
Available-for-sale financial assets
Financial assets or liabilities measured at fair value through profit or loss:
Interest income
Interest expense
Interest income – interest rate swaps – fair value hedges
Interest expense – interest rate swaps – fair value hedges
Total
Composition of other operating income
Income from exchange rate differences
Income from settlement of put options1)
Income from agency agreements
Rental income from sublease contracts
Miscellaneous
Total
1) See
note 14 for further details on the acquisition of Clearstream Fund Services Ireland Ltd.
2013
€m
22.3
– 7.2
5.1
16.1
– 0.3
0
0
36.0
2013
€m
6.9
2.0
0.7
0.6
10.4
20.6
2012
€m
84.2
– 58.0
15.1
14.5
– 2.2
0.5
– 2.1
52.0
2012
€m
1.4
0
0.9
1.3
8.1
11.7
For details of rental income from sublease contracts see
note 38.
Miscellaneous other operating income includes income from cooperation agreements and from training
and valuation adjustments.
Volume-related costs comprise partial or advance concessions which Deutsche Börse Group obtains from
third parties, which it markets as part of its own value chain, and which indirectly depend on the devel-
opment of volume trends and sales revenue.
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Consolidated income statement disclosures
229
5. Staff costs
Composition of staff costs
Wages and salaries
Social security contributions, retirement and other benefits
Total
2013
€m
369.0
107.0
476.0
2012
€m
345.7
68.5
414.2
Staff costs include costs of €62.6 million (2012: €14.4 million) recognised in connection with
efficiency programmes.
6. Other operating expenses
Composition of other operating expenses
Costs related to OFAC settlement
Costs for IT services providers and other consulting services
IT costs
Premises expenses
Non-recoverable input tax
Advertising and marketing costs
Travel, entertainment and corporate hospitality expenses
Non-wage labour costs and voluntary social benefits
Insurance premiums, contributions and fees
Cost of agency agreements
Remuneration of supervisory bodies
Cost of exchange rate differences
Miscellaneous
Total
2013
€m
129.0
159.5
78.5
75.1
34.4
34.4
20.6
12.6
12.0
7.7
5.0
3.9
15.3
588.0
2012
€m
−
156.1
81.4
78.5
34.5
23.1
19.5
11.7
12.2
11.7
4.4
2.5
3.8
439.4
Costs for IT services providers and other consulting services relate mainly to expenses in conjunction
with software development. An analysis of development costs is presented in
note 7. These costs
also contain costs of strategic and legal consulting services as well as of audit activities.
Composition of fees for the auditor1)
Statutory audit
Other assurance or valuation services
Tax advisory services
Other services
Total
2013
€m
1.9
1.0
0.5
0.2
3.6
2012
€m
1.5
0.7
0.5
0.9
3.6
1) With companies of KPMG Europe LLP Group. There are further assignments with other companies of KPMG, in particular in Singapore, the Czech Republic and
the USA.
230
Deutsche Börse Group corporate report 2013
7. Research and development costs
Own expenses capitalised relate solely to development costs of internally developed software, involving
the following systems and projects in the individual segments:
Research and development costs
Eurex
Eurex software
Trading platform Xetra/Eurex
Eurex Clearing Prisma
New trading platform ISE
EurexOTC Clear
Xetra
Xetra software
CCP releases
Clearstream
Collateral Management and Settlement
Custody
Connectivity
Investment funds
Market Data + Services
Research expense
Total
Total expense for
software development
of which capitalised
2013
€m
2012
€m
2013
€m
2012
€m
5.4
25.0
24.0
5.9
35.7
96.0
4.8
2.9
7.7
58.9
10.2
20.0
4.9
94.0
4.2
1.8
12.8
27.5
18.8
5.2
28.8
93.1
5.1
3.4
8.5
41.0
12.2
4.4
4.3
61.9
4.1
1.0
2.2
10.2
10.4
5.3
14.1
42.2
0.3
0.3
0.6
34.0
5.2
6.9
1.7
47.8
0.3
0
4.2
14.7
12.6
4.1
11.8
47.4
0.3
0.6
0.9
20.9
7.7
3.1
2.7
34.4
0.5
0
203.7
168.6
90.9
83.2
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Consolidated income statement disclosures
231
8. Result from equity investments
Composition of result from equity investments
Equity method-accounted result of associates
European Energy Exchange AG
Direct Edge Holdings, LLC
Börse Frankfurt Zertifikate Holding S.A.1)
Tradegate AG Wertpapierhandelsbank
ID’s SAS
Deutsche Börse Commodities GmbH
Total income from equity method measurement
Zimory GmbH
Deutsche Börse Cloud Exchange AG
Digital Vega FX Ltd.
Hanweck Associates, LLC
Global Markets Exchange Group International, LLP
Indexium AG
Link-Up Capital Markets, S.L.
Total expenses from equity method measurement from associates
Result from associates
Result due to transition from equity method to consolidation
Result from other equity investments
Result from equity investments
1) Until 12 December 2013 Scoach Holding S.A., see
note 2.
2013
€m
2012
€m
3.8
2.2
1.4
0.3
0.2
0.1
8.0
– 0.6
– 0.5
– 0.1
– 0.1
– 0.1
0
0
– 1.4
6.6
2.0
0.7
9.3
0.5
1.9
4.5
0
0.1
0.3
7.3
n.a.
n.a.
– 0.1
– 0.1
n.a.
– 4.0
– 0.5
– 4.7
2.6
n.a.
– 6.9
– 4.3
The result from other equity investments includes impairment losses of €1.6 million (2012: €10.8 mil-
lion) relating to the investment in Quadriserv Inc. The negative performance is attributable in particular
to the continuing difficult capital market environment and the company’s declining market share during
financial year 2013.
The result from other equity investments includes income of €0.2 million resulting from the remeasure-
ment in connection with the disposal of the equity investment in Link-Up Capital Markets, S.L, Madrid,
Spain. The investment in Link-Up Capital Markets, S.L. had been classified as held for sale since the
fourth quarter of 2012.
Dividends of €10.9 million (2012: €10.1 million) were received from interests in associates and
€2.0 million (2012: €2.8 million) from interests in other equity investments in the year under review.
232
Deutsche Börse Group corporate report 2013
9. Financial result
Composition of financial income
Interest on reverse repurchase agreements categorised as “loans and receivables”
Income from available-for-sale securities
Other interest and similar income
Interest income from receivables against associates and employees categorised as “loans and
receivables”
Interest on bank balances categorised as “loans and receivables”
Interest-like income from revaluation of derivatives held for trading
Total
Composition of financial expense
Interest on non-current loans1)
Interest on taxes
Expenses from the unwinding of the discount on the pension provisions
Interest-like expenses for exchange rate differences on liabilities1)
Interest-like expenses for derivatives held as hedging instruments
Transaction costs of non-current liabilities1)
Interest on current liabilities1)
Expenses from the unwinding of the discount on the liability to SIX Group AG1)
Other costs
Total
1) Measured at amortised cost
10. Income tax expense
Composition of income tax expense (main components)
Current income taxes:
of the year under review
from previous years
Deferred tax (income)/expense on temporary differences
Total
1) This does not include other taxes amounting to €1.1 million.
2013
€m
3.1
1.7
0.4
0.3
0.2
0
5.7
2013
€m
57.1
6.1
3.9
3.2
2.1
0.8
0.3
0
2.9
76.4
2013
€m
181.0
– 11.3
2.1
171.8
2012
€m
10.4
0.7
0.2
0.2
0.7
0.1
12.3
2012
€m
99.7
6.1
4.3
1.8
0.9
1.7
0.9
27.4
2.2
145.0
2012
€m
224.1
– 1.41)
– 56.9
165.8
The total current tax expenses in the amount of €169.7 million include domestic tax expenses of
€135.1 million and foreign tax expenses of €34.6 million (2012: domestic tax expenses €156.2 million,
foreign tax expenses €67.6 million). The total deferred tax income in the amount of €2.1 million include
domestic tax expenses of €–1.1 million and foreign tax income of €3.2 million (2012: domestic tax
expenses €6.3 million, foreign tax income €–63.2 million).
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Consolidated income statement disclosures
233
As in the previous year, a tax rate of 26 to 28 per cent was used in the reporting period to calculate
deferred taxes for the German companies. This reflects trade income tax at multipliers of 280 to 460 per
cent (2012: 280 to 460 per cent) on the tax base value of 3.5 per cent (2012: 3.5 per cent), corpora-
tion tax of 15 per cent (2012: 15 per cent) and the 5.5 per cent solidarity surcharge (2012: 5.5 per
cent) on the corporation tax.
A tax rate of 29.22 per cent (2012: 28.80 per cent) was used for the Luxembourgian companies,
reflecting trade income tax at a rate of 6.75 per cent (2012: 6.75 per cent) and corporation tax at
22.47 per cent (2012: 22.05 per cent).
Tax rates of 12.5 to 45 per cent were applied to the companies in China, the Czech Republic, Ireland,
Japan, Portugal, Singapore, Spain, Switzerland and the USA (2012: 17 to 45 per cent).
The following table shows the carrying amounts of deferred tax assets and liabilities as well as the related
tax expenses recognised in income or directly in equity.
Composition of deferred taxes
Deferred
tax assets
Deferred tax liabilities
Exchange
rate
differences
Deferred
tax expense/(income)
Tax expense/(income)
recognised directly in
equity
2013
€m
2012
€m
2013
€m
2012
€m
2013
€m
2013
€m
2012
€m
2013
€m
2012
€m
Pension provisions
and other
employee benefits
Other provisions
Interest-bearing
liabilities
Intangible assets
Intangible assets
from purchase
price allocation
Non-current assets
Investment
securities
Other non-current
assets
Other liabilities
Losses carried
forward
Exchange rate
differences
36.0
16.1
0
0
0
1.71)
0
3.0
1.6
43.4
5.4
0
0
0
3.7
0
0
– 1.1
– 0.9
– 19.9
– 13.9
0.3
0.5
0
0
0
– 236.6
– 248.1
– 7.3
0.3
0
0
0
– 4.5
– 7.3
4.4
0
0
0
0
0
0
0
0
0
0
0
3.3
– 7.5
0.2
6.0
– 4.2
– 2.5
1.3
0.6
0.2
3.9
– 22.1
– 3.9
3.82)
– 14.82)
0
0
0
0
0
0
0
0
0
0
– 3.8
– 0.4
1.02)
6.82)
0.8
– 1.6
– 0.1
0
0.62)
– 2.82)
0
0
0
0
25.83)
36.4
0.4
11.4
– 36.4
0
0
– 16.5
– 38.3
Gross amounts
84.2
89.9
– 278.6
– 304.8
Netting of deferred
taxes
– 35.2
– 30.1
35.2
30.1
0
– 6.1
0
2.1
0
– 21.84)
– 12.14)
– 56.9
– 16.4
– 22.9
Total
49.0
59.8
– 243.4
– 274.7
– 6.1
2.1
– 56.9
– 16.4
– 22.9
1) Thereof €–1.1 million due to changes in the basis of consolidation resulting from the termination of the cooperating agreement governing the investment in Börse
Frankfurt Zertifikate Holding S.A. (see also
note 2)
2) Separate disclosure in the consolidated statement of changes in equity under “revaluation surplus”
3) Thereof €1.2 million due to changes in the basis of consolidation resulting from the termination of the cooperating agreement governing the investment in Börse
Frankfurt Zertifikate Holding S.A. (see also
note 2)
4) Separate disclosure in the consolidated statement of changes in equity under “accumulated profit”
234
Deutsche Börse Group corporate report 2013
€64.8 million (2012: €67.4 million) of deferred tax assets and €247.7 million (2012: €242.7 million)
of deferred tax liabilities have an expected remaining maturity of more than one year.
Deferred tax liabilities have not been recognised in respect of the tax on future dividends that may be
paid from retained earnings by subsidiaries and associated companies. In accordance with section 8b (5)
of the Körperschaftsteuergesetz (KStG, the German Corporation Tax Act), 5 per cent of dividends and
similar income received by German companies is treated as non-deductible expenses for tax purposes.
The unreported deferred tax liabilities on future dividends of subsidiaries and associates as well as gains
from the disposal of subsidiaries and associates amount to €2.3 million.
Reconciliation between the expected and the reported tax expense
Expected income taxes derived from earnings before tax
Tax losses utilised and tax-ineffective losses carried forward
Recognition of deferred taxes on losses carried forward not yet recognised
Tax increases due to other non-tax-deductible expenses
Effects resulting from different tax rates
Effects from changes in tax rates
Tax decreases due to dividends and income from the disposal of equity investments
Exchange rate differences
Other
Income tax expense arising from current year
Prior-period income taxes
Income tax expense
2013
€m
173.7
5.9
– 0.8
6.7
0.8
0
– 9.8
8.2
– 1.5
183.2
– 11.4
171.8
2012
€m
217.5
22.4
– 36.4
7.8
– 1.0
– 20.7
– 21.5
– 0.6
– 0.3
167.2
– 0.3
166.9
To determine the expected tax expense, earnings before tax have been multiplied by the composite tax
rate of 26 per cent assumed for 2013 (2012: 26 per cent).
At the end of the financial year, accumulated unused tax losses amounted to €176.7 million (2012:
€176.3 million), for which no deferred tax assets were recognised. The unused tax losses amounting
to €176.7 million are attributable to domestic losses totalling €6.3 million and to foreign tax losses
totalling €170.4 million (2012: domestic tax losses €7.2 million, foreign tax losses €169.1 million).
Tax losses of €3.6 million were utilised in 2013 (2012: €1.4 million).
The losses can be carried forward in Germany subject to the minimum taxation rules, and in Luxem-
bourg indefinitely as the law now stands. Losses in other countries can be carried forward for periods
of up to 20 years.
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Consolidated balance sheet disclosures
235
Consolidated balance sheet disclosures
11. Intangible assets
Intangible assets
Purchased
software
€m
Internally
developed
software
€m
Payments on
account and
construction in
progress1)
€m
Goodwill
€m
Other
intangible
assets
€m
Total
€m
304.2
751.5
2,105.9
56.3
1,980.3
5,198.2
0
17.9
– 36.3
0
– 0.2
0
8.7
– 38.4
45.4
– 0.6
4.0
0.1
0
0
– 20.9
0
74.5
0
– 45.4
0
0
0
– 3.1
0
– 31.8
4.0
101.2
– 77.8
0
– 53.5
285.6
766.6
2,089.1
85.4
1,945.4
5,172.1
0
7.2
0
15.7
– 88.5
– 200.6
0
– 0.2
75.4
– 1.4
4.6
0
0
0
– 40.4
0
75.2
0
– 75.4
0
3.9
0.9
0
0
8.5
99.0
– 289.1
0
– 61.6
– 103.6
204.1
655.7
2,053.3
85.2
1,888.6
4,886.9
284.5
10.1
– 36.2
– 0.1
258.3
12.7
0
– 87.8
– 0.2
670.0
29.9
– 38.3
– 0.4
661.2
39.7
0.6
– 202.5
– 1.0
10.7
0
0
0
10.7
0
0
0
0
183.0
498.0
10.7
0
0
0
0
0
0
0
0
0
0
1,069.2
2,034.4
19.5
– 3.1
– 22.5
59.5
– 77.6
– 23.0
1,063.1
1,993.3
17.4
0
0
– 44.0
69.8
0.6
– 290.3
– 45.2
1,036.5
1,728.2
27.3
105.4
2,078.4
21.1
157.7
2,042.6
85.4
85.2
882.3
3,178.8
852.1
3,158.7
Historical cost as at
1 Jan 2012
Changes in the basis of
consolidation2)
Additions
Disposals
Reclassifications
Exchange rate differences
Historical cost as at
31 Dec 2012
Changes in the basis of
consolidation3)
Additions
Disposals
Reclassifications
Exchange rate differences
Historical cost as at
31 Dec 2013
Amortisation and impair-
ment losses as at
1 Jan 2012
Amortisation
Disposals
Exchange rate differences
Amortisation and impair-
ment losses as at
31 Dec 2012
Amortisation
Impairment losses
Disposals
Exchange rate differences
Amortisation and impair-
ment losses as at
31 Dec 2013
Carrying amount as at
31 Dec 2012
Carrying amount as at
31 Dec 2013
1) Additions in payments on account and construction in progress in the year under review relate exclusively to internally developed software.
2) This relates exclusively to additions as part of the acquisition of Clearstream Fund Services, Ireland Ltd.
3) This relates exclusively to additions as part of the business combination with Börse Frankfurt Zertifikate Holding S.A. and
Börse Frankfurt Zertifikate AG, see
note 2.
236
Deutsche Börse Group corporate report 2013
Software, payments on account and construction in progress
Additions to and reclassifications of software relate primarily to the development of software products for
the Clearstream segment and to the development of the new derivatives platform and risk margining and
clearing system (Prisma) of the Eurex segment.
An impairment loss of €0.6 million (2012: nil) was recognised in the year under review on OCC-Link,
the planned trading and clearing link (Eurex segment), due to a missing approval to use the service.
Carrying amounts of material software and construction in progress as well as
remaining amortisation periods of software
Carrying amount as at
Remaining amortisation period as at
31 Dec 2013
€m
31 Dec 2012
€m
31 Dec 2013
years
31 Dec 2012
years
34.8
31.3
16.1
20.3
10.2
14.3
30.3
27.9
36.6
17.8
10.0
n.a.
18.2
11.5
4.9 – 5.9
3.3 – 4.7
6.3
n.a.
n.a.
3.7
n.a.
n.a.
4.3
n.a.
n.a.
n.a.
4.7
n.a.
Eurex
Derivatives trading platform
ISE trading platform including applications
Eurex Clearing Prisma
Eurex Release 14.0 Clearing
Eurex Clearing Prisma Release 2.0
Clearstream
GVAS
TARGET2-Securities
Goodwill
Changes in goodwill
Balance as at 1 Jan 2013
Changes in the basis of consolidation
Exchange rate differences
Additions
Clearstream
€m
1,063.8
0
0
0
Balance as at 31 Dec 2013
1,063.8
ISE
€m
961.3
0
– 40.0
0
921.3
STOXX
€m
32.6
0
0
0
32.6
Other assets
€m
Total goodwill
€m
20.7
4.6
– 0.4
0
24.9
2,078.4
4.6
– 40.4
0
2,042.6
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Consolidated balance sheet disclosures
237
The impairment test is performed by allocating the goodwill to the following groups of cash-generating
units (CGUs):
Goodwill allocation to the groups of cash-generating units (CGUs)
CGU
Clearstream
€m
Balance as at 31 Dec 2013
1,063.8
CGU
Eurex
€m
921.3
CGU
Market Data
+Services
€m
CGU Fund
Services
€m
CGU
Infobolsa
€m
CGU Börse
Frankfurt
Zertifikate
€m
Total
goodwill
€m
42.9
4.0
6.0
4.6
2,042.6
Goodwill, the stock exchange licences acquired as part of the acquisitions of the International Securities
Exchange and the Börse Frankfurt Zertifikate as well as the acquired trade name of STOXX are intangible
assets with an indefinite useful life. The recoverable amounts of the cash-generating units with allocated
goodwill are based either on their values in use (CGU Clearstream and CGU Eurex) or on their fair value
less costs of disposal (CGU Market Data + Services, CGU Infobolsa, CGU Fund Services and CGU Börse
Frankfurt Zertifikate). Only in cases in which one of these values (value in use or fair value less costs of
disposal) does not exceed the carrying amount, the respective other value is calculated. Since there is no
active market for the cash-generating units, the discounted cash flow method is used to calculate both
value in use and fair value less costs of disposal.
The key assumptions made to determine the recoverable amounts vary depending on the cash-generating
unit concerned. Pricing or market share assumptions are based on past experience or market research.
Other key assumptions are mainly based on external factors. Significant macroeconomic indicators in-
clude, for instance, equity index levels, volatility of equity indices, as well as interest rates, exchange
rates, GDP growth, unemployment levels and government debt. The discount rate is based on a risk-free
interest rate between 2.5 and 2.6 per cent and a market risk premium of 6.5 per cent. It is used to cal-
culate individual discount rates for each cash-generating unit that reflect the beta factors, the cost of
debt and capital structure of the peer groups concerned.
Each calculation of the sensitivities stated below is based on the adaption of a parameter (discount rate,
sales revenue and growth rate of a perpetual annuity), by assuming that all other parameters in the
evaluation model remain unchanged. Possible correlations between the parameters are not considered.
Cash-genereating unit Eurex
The goodwill resulting from the acquisition of ISE is allocated to a group of cash-generating units
in the Eurex segment.
Since the ISE goodwill is calculated in US dollars, an exchange rate difference of €–40.0 million
occurred in 2013 (2012: €–20.7 million).
238
Deutsche Börse Group corporate report 2013
Assumptions on volumes of index and interest rate derivatives and volumes in the US equity options
market, which are derived from external sources, are the key criteria applied to determine the value
in use with the discounted cash flow method.
Cash flows are projected over a five-year period (2014 to 2018) for European as well as US activities.
Cash flow projections beyond this period are, as in the previous year, extrapolated assuming a 1.0 per
cent growth rate. The pre-tax discount rate used is 13.4 per cent (2012: 13.0 per cent).
Neither an increase in the discount rate by 1.0 per cent nor a reduction in the planned sales revenue by
5.0 per cent per year nor a decrease in the growth rate of the perpetual annuity to 0 per cent would lead
to a goodwill impairment in the cash-generating unit Eurex.
Cash-generating unit Clearstream
The “Clearstream” goodwill is a group of cash-generating units in the Clearstream segment. The recover-
able amount is determined on the basis of the value in use applying the discounted cash flow method.
Assumptions on assets held in custody, transaction volumes and market interest rates are the key criteria
used to determine value in use.
Cash flows are projected over a five-year period (2014 to 2018). Cash flow projections beyond 2018
are extrapolated assuming a perpetual annuity with a growth rate of 1.5 per cent (2012: 2.5 per cent).
The pre-tax discount rate used is calculated on the basis of the cost of equity and amounts to 14.6 per
cent (2012: 13.1 per cent).
Neither an increase in the discount rate by 1.0 per cent nor a reduction in the planned sales revenue by
5.0 per cent per year nor a decrease in the growth rate to 0 per cent would lead to a goodwill impair-
ment in the cash-generating unit Clearstream.
Cash-generating unit Fund Services
The goodwill from the acquisition of Clearstream Fund Services Ireland Ltd. is allocated to the separate
cash-generating unit Fund Services (referred to as Clearstream Ireland in the previous year). The recov-
erable amount is determined on the basis of fair value less costs of disposal, applying the discounted
cash flow method. Cash flows are projected over a five-year period (2014 to 2018). Cash flow projec-
tions beyond 2018 are extrapolated assuming a perpetual annuity with a growth rate of 2.5 per cent
(2012: nil). The after-tax discount rate used is calculated on the basis of the cost of equity and amounts
to 11.5 per cent (2012: 14.5 per cent).
Neither an increase in the discount rate by 1.0 per cent nor a reduction in the planned sales revenue by
5.0 per cent per year nor a decrease in the growth rate of the perpetual annuity to 0 per cent would lead
to a goodwill impairment in the cash-generating unit Fund Services.
Cash-generating unit Market Data + Services
The goodwill arising from the acquisition of STOXX Ltd. in 2009 is allocated to a group of cash-generating
units in the Market Data + Services segment. It results primarily from the strong position of STOXX Ltd.
in European indices as well as from growth prospects in the production and sale of tick data for indices,
the development, maintenance and enhancements of index formulas and from the customising of indices.
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Consolidated balance sheet disclosures
239
The goodwill of US$7.9 million that arose in the course of the acquisition of Market News International
Inc. (MNI) by Deutsche Börse AG in 2009 is also allocated to the group of cash-generating units in the
Market Data + Services segment and relates to access to global, trade-related information such as news
from public authorities and supranational organisations.
Finally, the goodwill of US$3.0 million that arose in the course of the acquisition by MNI of 100 per
cent of the shares in Need to Know News, LLC is also allocated to this group of cash-generating units in
the Market Data + Services segment.
The recoverable amount of the cash generating unit Market Data + Services is determined on the basis
of the fair value less costs of disposal. The key assumptions made relate to the expected development of
future data and licence income as well as of the customer base; these are based both on external sources
of information and on internal expectations that correspond to the budget values for financial year 2014.
Cash flows are planned over a five-year period (2014-2018), with projections for periods beyond this
assuming a perpetual annuity with a growth rate of 2.0 per cent (2012: 2.0 per cent). The after-tax
discount rate used was 9.8 per cent (2012: 9.2 per cent).
Neither an increase in the discount rate by 1.0 per cent nor a reduction in the planned sales revenue by
5.0 per cent per year nor a decrease in the growth rate of the perpetual annuity to 0 per cent would lead
to a goodwill impairment in the cash-generating unit Market Data + Services.
Cash-generating unit Infobolsa
The goodwill from the acquisition of the Infobolsa subgroup (including the goodwill from the acquisition
of the shares in Open Finance S.L.) is allocated to the Infobolsa cash-generating unit. The recoverable
amount is determined on the basis of fair value less costs of disposal, applying the discounted cash flow
method. The assumptions on which the calculation is based are derived from external sources of infor-
mation and internal management expectations. Cash flows are planned over a five-year period (2014–
2018), with projections for periods beyond this assuming a perpetual annuity with a growth rate of
2.0 per cent (2012: 2.0 per cent). The after-tax discount rate used is 9.8 per cent (2012: 9.2 per cent).
Neither an increase in the discount rate by 1.0 per cent nor a reduction in the planned sales revenue by
5.0 per cent per year nor a decrease in the growth rate of the perpetual annuity to 0 per cent would lead
to a goodwill impairment in the cash-generating unit Infobolsa.
Cash-generating unit Börse Frankfurt Zertifikate
Goodwill from the business combination with Scoach Holding S.A. and Scoach Europa AG is allocated to
the separate cash-generating unit, Börse Frankfurt Zertifikate. The recoverable amount is determined on
the basis of fair value less costs of disposal, applying the discounted cash flow method. The assumptions
on which the calculation is based are derived from external sources of information and internal manage-
ment expectations. Cash flows are planned over a five-year period (2014–2018), with projections for
periods beyond this assuming a perpetual annuity with a growth rate of 2.0 per cent. The after-tax dis-
count rate used is 13.5 per cent.
240
Deutsche Börse Group corporate report 2013
Neither an increase in the discount rate of 1.0 per cent nor a decrease in the growth rate of the perpetual
annuity to 0 per cent would lead to a goodwill impairment in the Börse Frankfurt Zertifikate cash-gene-
rating unit. A reduction in the planned sales revenue of 5.0 per cent per year would lead to an impair-
ment, amounting to €6.8 million, of the intangible assets (including goodwill) in the Börse Frankfurt
Zertifikate cash-generating unit.
Other intangible assets
Changes in other intangible assets
ISE’s
exchange
licence
€m
Member
relation-
ships
of ISE
€m
Market data
customer
relation-
ships of ISE
€m
ISE trade
name
€m
STOXX
trade
name
€m
Customer
relationships
of STOXX
Ltd.
€m
Miscellaneous
intangible
assets
€m
Total
€m
Balance
as at 1 Jan 2013
Changes in the basis
of consolidation
Additions
Amortisation
Exchange rate
differences
Balance
as at 31 Dec 2013
Remaining amortis-
ition period (years)
112.8
299.0
17.1
3.8
420.0
27.7
1.9
882.3
0
0
0
0
0
0
0
0
0
– 12.2
– 0.7
– 0.8
– 4.7
– 11.7
– 0.7
– 0.1
0
0
0
0
0
0
3.9
0.9
3.9
0.9
– 3.0
– 0.7
– 17.4
0
– 0.4
– 17.6
108.1
275.1
15.7
2.9
420.0
24.7
5.6
852.1
−
24
24
4
−
8
Other intangible assets: ISE
ISE’s other intangible assets are tested for impairment at the end of the year. The recoverable amount
of these assets is calculated on the basis of the value in use of the ISE cash-generating unit, which is
attributable to the Eurex segment. The cash-generating unit of the ISE subgroup are the US options
exchanges.
The key assumptions made, which are based on analysts’ estimates, relate to expected volumes and
transaction prices on the US options market. Cash flows are projected over a five-year period (2014
to 2018). A 2.5 per cent growth rate is assumed beyond 2018 (2012: 2.5 per cent). The pre-tax
discount rate used is 18.0 per cent (2012: 16.2 per cent).
Exchange licence of ISE
In the course of the purchase price allocation carried out in December 2007, the fair value of the ex-
change licence was determined. The exchange licence, granted in 2000 by the U.S. Securities and
Exchange Commission, permits the ISE subgroup to operate as a regulated securities exchange in the
United States. The exchange licence held by the ISE subgroup is estimated to have an indefinite useful
life, because the licence itself does not have a finite term and Eurex management expects to maintain
the licence as part of its overall business strategy.
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Consolidated balance sheet disclosures
241
The exchange licence does not generate cash flows largely independent from those generated by
the ISE subgroup as a whole. Consequently, the exchange licence is allocated to the ISE subgroup
as the cash-generating unit.
Member relationships and market data customer relationships of ISE
In the context of the purchase price allocation, the fair values of member and customer relationships
were calculated. Both assets are being amortised over a period of 30 years using the straight-line
method. Cash flows do not result from either the member or the customer relationships which would
be independent of the entire ISE subgroup. Consequently, both items are allocated to the cash-gener-
ating unit ISE subgroup.
ISE trade name
The ISE trade name is registered as a trade name and therefore meets the IFRS criterion for recognition
separately from goodwill. In accordance with the purchase price allocation of December 2007, the asset
is being amortised over a period of ten years using the straight-line method. As there are no cash inflows
that are generated independently from the ISE subgroup, the trade name is also allocated to the cash-
generating unit ISE subgroup.
An increase in the discount rate by 1.0 per cent, a reduction in the planned sales revenue by 5.0 per
cent per year or a decrease in the growth rate of the perpetual annuity to 0 per cent would lead to an
impairment in the other intangible assets in the cash-generating unit ISE amounting to a volume of
€7 million to €55 million. A more positive development of the parameters in future could, in contrast
to the assumptions above, result in a reversal of impairment of the other intangible assets of ISE.
Other intangible assets: STOXX
The STOXX trade name, the company’s customer relationships as well as fully amortised non-compete
agreements and other intangible assets are identified as part of the acquisition of STOXX Ltd. and allo-
cated to the “STOXX” cash-generating unit, as they do not generate cash independently. The STOXX
cash-generating unit is allocated to the Market Data + Services segment.
The impairment test was based on fair value less costs of disposal, taking into account expected devel-
opments in the licence and sales fees for indices and data. Cash flows are projected over a five-year
period (2014 to 2018). Cash flow projections beyond 2018 are extrapolated assuming a 2.0 per cent
(2012: 2.0 per cent) growth rate. The after-tax discount rate amounts to 10.8 per cent (2012: 10.2 per
cent).
STOXX trade name
The STOXX trade name includes the trade name itself, the index methodologies and the internet domains
because these can generally not be transferred separately. As the trade name is registered, it meets the
IFRS criterion for recognition separately from goodwill. An indefinite useful life was assumed for the
STOXX brand name given its history and the fact that it is well known on the market.
Customer relationships of STOXX
STOXX Ltd. has relationships with customers, which are based on signed contracts and thus meet the
identifiability criterion for recognition separately from goodwill.
242
Deutsche Börse Group corporate report 2013
An increase in the discount rate by 1.0 per cent would not lead to an impairment in the other intang-
ible assets in the cash-generating unit “STOXX”. A reduction in the planned sales revenue by 5.0 per
cent per year or a decrease in the growth rate of the perpetual annuity to 0 per cent would lead to an
impairment in other intangible assets in the cash-generating unit STOXX amounting to a volume of
€8 million to €9 million.
12. Property, plant and equipment
Property, plant and equipment
Historical cost as at 1 Jan 2012
Additions
Disposals
Reclassifications
Exchange rate differences
Historical cost as at 31 Dec 2012
Additions
Disposals
Reclassifications
Exchange rate differences
Historical cost as at 31 Dec 2013
Depreciation and impairment losses
as at 1 Jan 2012
Amortisation
Disposals
Exchange rate differences
Depreciation and impairment losses as at 31 Dec 2012
Amortisation
Disposals
Reclassifications
Exchange rate differences
Depreciation and impairment losses as at 31 Dec 2013
Carrying amount as at 31 Dec 2012
Carrying amount as at 31 Dec 2013
Computer
hardware,
operating and
office
equipment
€m
Payments on
account and
construction
in progress
€m
Fixtures and
fittings
€m
75.4
6.6
– 3.4
0.1
– 0.2
78.5
3.5
– 2.0
– 1.8
– 0.9
77.3
29.4
7.6
– 2.0
– 0.1
34.9
8.7
– 2.0
– 1.1
– 0.5
40.0
43.6
37.3
331.1
36.2
– 37.3
0
– 0.2
329.8
25.0
– 28.4
3.4
– 1.3
328.5
246.1
37.9
– 37.0
– 0.1
246.9
39.7
– 28.3
1.1
– 0.8
258.6
82.9
69.9
0.1
1.7
0
– 0.1
0
1.7
0.1
0
– 1.6
– 0.1
0.1
0
0
0
0
0
0
0
0
0
0
1.7
0.1
Total
€m
406.6
44.5
– 40.7
0
– 0.4
410.0
28.6
– 30.4
0
– 2.3
405.9
275.5
45.5
– 39.0
– 0.2
281.8
48.4
– 30.3
0
– 1.3
298.6
128.2
107.3
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Consolidated balance sheet disclosures
243
13. Financial investments
Financial investments
Historical cost as at 1 Jan 2012
Additions
Disposals
Reclassifications
Exchange rate differences
Historical cost as at 31 Dec 2012
Additions
Disposals
Addition/(reversal) premium/discount
Reclassifications
Exchange rate differences
Historical cost as at 31 Dec 2013
Revaluation as at 1 Jan 2012
Disposals of impairment losses
Dividends
Net income from equity method measurement4)
Currency translation differences recognised directly in
equity
Currency translation differences recognised in profit or loss
Other fair value changes recognised directly in equity
Other fair value changes recognised in profit or loss
Market price changes recognised directly in equity
Market price changes recognised in profit or loss
Reclassifications
Revaluation as at 31 Dec 2012
Disposals of impairment losses
Dividends
Net income from equity method measurement4)
Currency translation differences recognised directly in
equity
Currency translation differences recognised in profit or loss
Other fair value changes recognised directly in equity
Market price changes recognised directly in equity
Market price changes recognised in profit or loss
Reclassifications
Revaluation as at 31 Dec 2013
Carrying amount as at 31 Dec 2012
Carrying amount as at 31 Dec 2013
Investments in
associates
€m
Other equity
investments
€m
Receivables and
securities from
banking
business
€m
Other financial
instruments and
loans
€m
132.5
2.2
– 21.5
68.8
0.5
182.5
34.8
0
0
– 48.93)
– 1.4
167.0
25.6
0
– 10.1
7.0
1.3
0.1
0
0
– 2.0
0
0.4
22.3
0
– 10.9
6.6
– 0.3
0
0
– 0.4
0
– 0.93)
16.4
204.8
183.4
142.5
2.6
– 2.6
– 82.4
– 2.9
57.2
0.3
0
0
– 0.2
– 0.7
56.6
– 30.8
10.4
0
0
0.4
0
0.3
0
0
– 10.8
0
– 30.5
0
0
0
0.6
0
– 1.2
0
– 1.6
0
– 32.7
26.7
23.9
1,431.6
80.5
0
– 25.01)
– 0.1
1,487.0
8.5
– 8.1
– 0.3
– 310.71)
– 0.4
1,176.0
21.6
7.2
– 1.3
0
– 0.2
27.32)
6.0
– 3.0
0
0
– 0.8
29.52)
– 27.0
– 4.4
0
0
0
0
0
0
0
25.0
0
0
– 2.0
0.6
0
0
0
0
0
4.5
– 0.8
0
2.3
1,485.0
1,178.3
0
0
0
0.3
0
0
– 2.5
0.9
0
0
– 5.7
0
0
0
0
– 0.1
0
1.3
1.0
0
– 3.5
21.6
26.0
1) Reclassified as current receivables and securities from banking business
2) Thereof part of a pledge agreement with the Industrie- und Handelskammer (IHK, the Chamber of Commerce) Frankfurt/Main: €5.0 million.
3) Reclassification of shares of Direct Edge Holdings, LLC to the “non-current assets held for sale” category and change in status of the shares of Börse Frankfurt
Zertifikate Holding S.A., which was previously classified as an associate, because the company has been fully consolidated since 1 July 2013.
4) Included in the result from equity investments
244
Deutsche Börse Group corporate report 2013
For details on revaluations and market price changes recognised directly in equity, also see
Other equity investments include available-for-sale shares.
note 20.
In the year under review, impairment losses amounting to €1.6 million (2012: €13.3 million) were
recognised in the income statement. €1.6 million (2012: €10.8 million) of these impairment losses relate
to unlisted equity instruments. In 2012, €2.5 million of these impairment losses relate to loans which
were impaired as part of the equity method measurement of Indexium AG. See
details.
note 8 for further
Composition of receivables and securities from banking business
Fixed-income securities
from other credit institutions
from multilateral banks
from regional or local public bodies
other public bodies
Total
31 Dec 2013
€m
31 Dec 2012
€m
20.1
471.3
149.7
537.2
295.6
467.1
159.7
562.6
1,178.3
1,485.0
Securities from banking business include financial instruments listed on a stock exchange amounting to
€1,178.3 million (2011: €1,485.0 million).
14. Derivatives and hedges
Deutsche Börse Group generally uses derivative financial instruments to hedge existing or highly probable
forecast transactions. The derivatives are included in the positions “other non-current assets”, “other
non-current liabilities” as well as “receivables and securities from banking business”, “liabilities from
banking business” and “other current liabilities”.
Derivatives (fair value)
Note
Assets
Note
Liabilities
31 Dec 2013
€m
31 Dec 2012
€m
31 Dec 2013
€m
31 Dec 2012
€m
Cash flow hedges
short-term
Derivatives held for trading
short-term
Total
16
16
0
0
0
0.4
0.1
0.5
30
0
– 14.6
28, 30
– 22.6
– 22.6
– 16.7
– 31.3
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Consolidated balance sheet disclosures
245
As a result of the acquisition of Clearstream Fund Services Ireland Ltd., Clearstream International S.A.
had entered into three written put options which were to be settled by delivery of equity instruments
of Clearstream Fund Services Ireland Ltd. As at 31 December 2012, these options had a fair value of
€3.4 million and were reported under “other non-current liabilities” and “other current liabilities” in the
consolidated balance sheet. The option classified under current liabilities was exercised in the second
quarter 2013. Due to the termination of the agreement with the holder of the remaining shares in Clear-
stream Fund Services Ireland Ltd, options classified under noncurrent liabilities were exercised in Octo-
ber 2013. Total payment under the written put options amounted to €1.5 million.
Fair value hedges
No financial instruments designated as fair value hedges had been outstanding as at 31 December
2013 and 2012.
Cash flow hedges
Development of cash flow hedges
Cash flow hedges as at 1 January
Amount recognised in equity during the year
Amount recognised in profit or loss during the year
Ineffective hedge portion recognised in profit or loss
Closing
Realised losses
Cash flow hedges as at 31 December
2013
€m
– 14.2
0.7
–
– 0.2
14.2
– 0.5
0
2012
€m
– 3.9
– 9.4
–
–
–
– 0.9
– 14.2
The following table gives an overview of the notional amount of the positions covered by cash flow
hedges:
Outstanding positions cash flow hedges
Number
Notional amount
Fair value
Forward rate agreement
Foreign exchange transactions
31 Dec 2013
31 Dec 2012
31 Dec 2013
31 Dec 2012
€m
€m
–
–
2
300.0
– 14.6
–
–
–
12
24.9
0.4
246
Deutsche Börse Group corporate report 2013
In 2013, some debt instruments issued by Deutsche Börse AG matured. In order to partially hedge
the refinancing needs of 2013, a forward interest rate payer swap and a payer swaption were used in
2010 to (conditionally) lock in prevailing (forward) interest rate levels which were judged to be attractive.
The swaption expired in 2013. The swap had been settled by close out payment of € 14.2 million. The
amount recognised within revaluation surplus is reversed over the original term of the debt instrument
issued in 2013.
Hedges of a net investment
In connection with the private placements in the USA, the bonds of the series A to C were designated as
hedges against currency risk arising from the translation of the foreign functional currency US dollar into
euro in order to hedge the net investment in the ISE subgroup.
Composition of private placements1)
Type
Issue volume Equivalent
Term
Series A
Series B
Series C
Total
US$m
170.0
220.0
70.0
460.0
31 Dec 2013
€m
31 Dec 2012
€m
as at emission
€m
from
until
123.5
159.8
50.8
334.1
128.8
166.7
53.1
348.6
110.2
12 June 2008
10 June 2015
142.7
12 June 2008
10 June 2018
45.4
12 June 2008
10 June 2020
298.3
1) Presented under “interest-bearing liabilities”. See
“Results of operations” section of the combined management report.
Effective exchange rate differences from the private placements are reported in the balance sheet item
“accumulated profit”, as are exchange rate differences from the translation of foreign subsidiaries.
€35.5 million (2012: €50.0 million) has been recognised cumulatively in this item directly in equity.
There was no ineffective portion of the net investment hedges in 2013 and 2012.
Derivatives held for trading
Foreign exchange swaps as at 31 December 2013 expiring in less than three months with a notional
value of €2,285,6 million (2012: €2,302.9 million) had a negative fair value of €16.5 million (2012:
negative fair value of €16.7 million). These swaps were entered into to convert foreign currencies re-
ceived through the issue of commercial paper by the banking business into euros, and to hedge short-
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Consolidated balance sheet disclosures
247
term foreign currency receivables and liabilities in euros economically. These are reported under “cur-
rent receivables and securities from banking business” and “liabilities from banking business” in the
balance sheet (see also
notes 16 and 28).
Outstanding positions derivatives transactions
Number
Notional amount
Notional amount
Positive fair value
Negative fair value
Foreign exchange swaps
Foreign exchange futures
31 Dec 2013
31 Dec 2012
31 Dec 2013
31 Dec 2012
€m
US$m
€m
€m
30
77
2,285.9
2,302.9
–
–
–
–
– 16.5
– 16.7
–
–
–
–
–
1
–
10.0
0.1
–
Eurex Clearing AG has awarded a grant to some customers. The repayment of that grant will be contin-
gent on the satisfaction of certain criteria. Eurex Clearing AG has recognised embedded derivatives sepa-
rately from the host contract. The derivatives amounting to €6.1 million have been classified as held for
trading and are shown under “other current liabilities”.
15. Financial instruments of Eurex Clearing AG
Composition of financial instruments of Eurex Clearing AG
Repo transactions
Options
Others
Total
thereof non-current
thereof current
31 Dec 2013
€m
31 Dec 2012
€m
147,924.71)
145,843.82)
9,583.2
10,378.52)
97.5
93.1
157,605.4
156,315.42)
4,058.6
0
153,546.81)
156,315.42)
1) Financial liabilities of €500.0 million have been eliminated because of intra-Group GC Pooling transactions.
2) Prior-year figures have been adjusted (see
note 3).
The aggregate financial instruments of Eurex Clearing AG are classified into current and non-current in
the balance sheet. Receivables and liabilities that may be offset against a clearing member are reported
on a net basis.
248
Deutsche Börse Group corporate report 2013
The following table gives an overview of the effects of offsetting the financial instruments of Eurex
Clearing AG:
Gross presentation of offsetted financial instruments of Eurex Clearing AG1)
Gross amount of financial
instruments
Gross amount of netted financial
instruments
Net amount of financial
instruments
31 Dec 2013
€m
31 Dec 2012
€m
31 Dec 2013
€m
31 Dec 2012
€m
31 Dec 2013
€m
31 Dec 2012
€m
Financial assets from
repo transactions
Financial liabilities from
repo transactions
Financial assets
from options
Financial liabilities
from options
176,803.4
162,533.0
– 28,878.7
– 16,689.2
147,924.7
145,843.8
– 176,303.4
– 162,533.0
28,878.7
16,689.2
– 147,424.7
– 145,843.8
14,605.6
15,430.4
– 5,022.4
– 5,051.9
9,583.2
10,378.5
– 14,605.6
– 15,430.4
5,022.4
5,051.9
– 9,583.2
– 10,378.5
1) The collateral deposited by clearing members cannot be attributed directly to the individual transactions. For information on the composition of Eurex Clearing AG’s
collateral, see
note 36.
16. Current receivables and securities from banking business
In addition to non-current receivables and securities from banking business that are classified as non-
current financial assets (see
attributable solely to the Clearstream subgroup, were classified as current assets as at 31 December 2013.
note 13), the following receivables and securities from banking business,
Composition of current receivables and securities from banking business
Loans to banks and customers
Reverse repurchase agreements
Balances on nostro accounts
Money market lendings
Overdrafts from settlement business
Available-for-sale debt instruments
Interest receivables
Forward foreign exchange transactions1)
Total
1) See
note 14.
31 Dec 2013
€m
31 Dec 2012
€m
6,708.7
991.3
1,044.0
487.0
2,847.4
1,975.4
7,729.6
228.4
9,231.0
12,780.8
310.6
2.4
0
25.0
2.0
0.4
9,544.0
12,808.2
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Consolidated balance sheet disclosures
249
Overdrafts from settlement business represent short-term loans of up to two days’ duration that are
usually secured by collateral. Potential concentrations of credit risk are monitored against counterparty
credit limits (see
note 36).
Remaining maturity of loans to banks and customers
Not more than 3 months
Total
31 Dec 2013
€m
31 Dec 2012
€m
9,231.0
12,780.8
9,231.0
12,780.8
All of the securities held as at 31 December 2013 and 2012 were listed and issued by sovereign or
sovereign-guaranteed issuers.
Remaining maturity of available-for-sale debt instruments
Not more than 3 months
3 months to 1 year
Total
31 Dec 2013
€m
31 Dec 2012
€m
75.9
234.7
310.6
0
25.0
25.0
17. Development of allowance against trade receivables
As in the previous year, there were no trade receivables due after more than one year as at
31 December 2013.
Allowance account
Balance as at 1 Jan 2012
Additions
Utilisation
Reversal
Balance as at 31 Dec 2012
Additions
Utilisation
Reversal
Balance as at 31 Dec 2013
€m
7.5
1.5
– 0.1
– 0.8
8.1
2.5
– 0.1
– 0.9
9.6
250
Deutsche Börse Group corporate report 2013
In the current year, irrecoverable receivables of €0.2 million (2012: €0.7 million) were written off, for
which no provision for doubtful debts had been recognised.
18. Other current assets
Composition of other current assets
Other receivables from CCP transactions
Tax receivables (excluding income taxes)
Prepaid expenses
Vendors with a debit balance
Incentive programme
Receivables from insurance companies
Miscellaneous
Total
31 Dec 2013
€m
31 Dec 2012
€m
181.5
49.9
23.7
5.9
4.0
2.3
6.4
87.7
21.5
20.8
0.7
0
2.0
5.9
273.7
138.6
Miscellaneous other current assets include a certificate of deposit of €1.1 million (2012: €1.4 million)
used as collateral for two letters of credit.
19. Restricted bank balances
Amounts reported separately under liabilities as cash deposits by market participants are restricted.
Such amounts totalling €16,221.7 million (2012: €19,450.6 million) are mainly invested via bilateral
or triparty reverse repurchase agreements and in the form of overnight deposits at banks (restricted bank
balances). Government or government-guaranteed bonds, mortgage bonds and bank bonds with an
external rating of at least AA– are accepted as collateral for the reverse repurchase agreements.
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Consolidated balance sheet disclosures
251
20. Equity
Changes in equity are presented in the consolidated statement of changes in equity. As at 31 Decem-
ber 2013, the number of no-par value registered shares of Deutsche Börse AG issued was 193,000,000
(31 December 2012: 193,000,000). Transaction costs of €0.0 million incurred in connection with the
buy-back of 27,161 no-par value registered shares were recognised directly in equity (2012: €–0.1
million).
Subject to the agreement of the Supervisory Board, the Executive Board is authorised to increase the
subscribed share capital by the following amounts:
Composition of authorised share capital
Date of authori-
sation by the
shareholders
Amount in €
Expiry date
Existing shareholders’ pre-emptive rights may be disapplied for
fractioning and/or may be disapplied if the share issue is:
Authorised share
capital I
Authorised share
capital II
5,200,000
12 May 2011
11 May 2016
27,800,000
27 May 2010
26 May 2015
against non-cash contributions for the purpose of acquiring
companies, parts of companies, or interests in companies,
or other assets.
for cash at an issue price not significantly lower than the stock
exchange price up to a maximum amount of 10 per cent of the
nominal capital to issue new shares.
to employees of the company or affiliated companies with the
meaning of sections 15ff. of the Aktiengesetz (AktG, German
Stock Corporation Act), with the pro rata amount of the share
capital not allowed to exceed €3 million.
against non-cash contributions for the purpose of acquiring
companies, parts of companies, interests in companies, or
other assets.
Authorised share
capital III
Authorised share
capital IV
19,500,000
27 May 2010
26 May 2015
n.a.
6,000,000
16 May 2012
15 May 2017
for the issuance of up to 900,000 new shares per year to
Executive Board members and employees of the company
as well as to the management and employees of affiliated
companies within the meaning of sections 15ff. of the AktG.
There were no further subscription rights for shares as at 31 December 2013 or 31 December 2012.
252
Deutsche Börse Group corporate report 2013
Revaluation surplus
The revaluation surplus results from the revaluation of securities and other current and non-current finan-
cial instruments at their fair value less deferred taxes, as well as the value of the stock options under the
Group Share Plan (see
note 39). This item also contains reserves from an existing investment in an
associate, which were recognised in connection with the acquisition of further shares, as the company
was fully consolidated as of this date. Actuarial gains and losses for defined benefit obligations are also
directly recognised in revaluation surplus.
Revaluation surplus
Balance as at 1 Jan 2012 (gross)
Changes from defined benefit obligations
Fair value measurement
Increase in share-based payments
Reversal to profit or loss
Balance as at 31 Dec 2012 (gross)
Changes from defined benefit obligations
Fair value measurement
Reversal to profit or loss
Balance as at 31 Dec 2013 (gross)
Deferred taxes
Balance as at 1 Jan 2012
Additions
Reversals
Balance as at 31 Dec 2012
Additions
Reversals
Balance as at 31 Dec 2013
Balance as at 1 Jan 2012 (net)
Balance as at 31 Dec 2012 (net)
Balance as at 31 Dec 2013 (net)
Recognition of hidden
reserves from fair value
measurement
€m
Other equity
investments (financial
assets)
€m
Securities from banking
business (financial
assets)
€m
103.7
0
0
0
0
103.7
0
0
0
103.7
0
0
0
0
0
0
0
103.7
103.7
103.7
3.1
0
0.4
0
– 1.6
1.9
0
– 1.2
0
0.7
– 0.6
0.1
0
– 0.5
0.2
0
– 0.3
2.5
1.4
0.4
– 26.7
0
25.0
0
0
– 1.7
0
4.5
0
2.8
7.5
0
– 7.2
0.3
0
– 1.4
– 1.1
– 19.2
– 1.4
1.7
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Consolidated balance sheet disclosures
253
Other financial
instruments
(financial assets)
€m
Current securities
from banking
business
€m
Cash flow hedges
€m
GSP stock options
€m
Defined benefit
obligations
€m
– 1.3
0
0.9
0
0
– 0.4
0
1.3
0
0.9
0
0
0
0
0
0
0
– 1.3
– 0.4
0.9
1.5
0
– 1.6
0
0.2
0.1
0
– 0.2
0
– 0.1
– 0.5
0.4
0
– 0.1
0.1
0
0
1.0
0
– 0.1
– 3.2
0
– 10.0
0
– 0.4
– 13.6
0
0.7
1.2
– 11.7
0.9
2.8
– 0.1
3.6
0
– 0.5
3.1
– 2.3
– 10.0
– 8.6
2.4
0
0
– 2.4
0
0
0
0
0
0
0
0
0
0
0
0
0
2.4
0
0
– 54.1
– 53.7
0
0
0
– 107.8
14.2
0
0
– 93.6
14.0
14.8
0
28.8
0
– 3.8
25.0
– 40.1
– 79.0
– 68.6
Total
€m
25.4
– 53.7
14.7
– 2.4
– 1.8
– 17.8
14.2
5.1
1.2
2.7
21.3
18.1
– 7.3
32.1
0.3
– 5.7
26.7
46.7
14.3
29.4
254
Deutsche Börse Group corporate report 2013
Accumulated profit
The “accumulated profit” item includes exchange rate differences amounting to €39.4 million (2012:
€82.3 million). €57.4 million was withdrawn due to currency translation for foreign subsidiaries in
the year under review (2012: withdrawal of €30.7 million) and €14.5 million was added relating to
a net investment hedge that was used to hedge the net investment in ISE against currency risk (2012:
additions of €7.5 million).
Regulatory capital requirements and regulatory capital ratios
Clearstream Banking S.A., Clearstream Banking AG and Eurex Clearing AG as well as the regulatory
Clearstream Holding group are subject to solvency supervision by the German or Luxembourg banking
supervisory authorities (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin, and Commission de Sur-
veillance du Secteur Financier, CSSF, respectively). All companies that are subject to this supervision are
non-trading-book institutions. Market price risk positions consist only of a relatively small open foreign
currency position. As a result of these companies’ specific businesses, their on balance sheet assets
are subject to sharp fluctuations. This leads to correspondingly volatile solvency ratios in the Clearstream
companies. The volatility of the ratio is subject to major fluctuations on a day-to-day basis in the course
of the year. Due to a high degree of collateralised or zero-weighted cash investments, the capital require-
ments for credit and market price risks of Eurex Clearing AG are relatively stable despite volatile total
assets.
The capital requirements are subject to the national regulations of the individual companies. These are
based on EU Banking and Capital Requirements Directives which are ultimately based on “Basel II”. The
companies concerned homogeneously apply the standardised approach for credit risk. For calculating
the operational risk charge, Eurex Clearing AG uses the basic indicator approach, while the Clearstream
companies apply the advanced measurement approach (AMA).
Of the companies subject to solvency supervision, only Clearstream Banking S.A. has Tier 2 regulatory
capital under the relevant IFRS treatment. This capital consists of a profit participation right of €150
million and to a very small amount in the revaluation surplus. The profit participation right had originally
been subscribed by Deutsche Börse AG. In the course of measures taken to further strengthen Clear-
stream’s capital base, this profit participation right was contributed to Clearstream Holding AG’s capital
reserves and upgraded to Tier 2 capital at the level of Clearstream Banking S.A. by making certain ad-
justments to the profit participation terms.
A minimum solvency ratio of 8 per cent applies throughout to the regulated companies. All regulated
companies (Clearstream Banking S.A., Clearstream Banking AG, Eurex Clearing AG and the Clearstream
Holding group) have been designated as systemically important. As a result, CSSF increased the mini-
mum capital requirements for Clearstream Banking S.A. to a core Tier 1 ratio of 9 per cent in 2013. The
individual companies’ capital resources sufficiently reflect the fluctuation in risk-weighted assets. Stress
considerations are used to determine the capital required for expected peaks and additional reserves for
unexpected events are added. The capital requirements determined in this way are met through the capi-
tal resources. As the actual capital requirements are below the expected peaks – significantly so under
normal circumstances – this may lead to a very high technical closing date solvency ratio.
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Consolidated balance sheet disclosures
255
The capital requirements of the Clearstream companies rose in the year under review. This was mainly
driven by considerably increased capital requirements for operational risk combined with simultaneously
lowered capital requirements for credit and market price risk. The increased capital requirements for
operational risk are in turn largely the result of expanded risk scenarios for legal and compliance risks.
The international reach of the business within an increasingly more complex regulatory and legal frame-
work makes it necessary to take greater account of these risks. Additionally, the settlement payment of
around US$150 million made to the Office of Foreign Assets Control (OFAC) and payments made by
other banks in the course of various proceedings have given an indication of the extent of potential loss
events. The increased capital requirements almost exclusively affect Clearstream Banking S.A., since the
nature of Clearstream Banking AG’s national business means that its exposure to these risks is signifi-
cantly limited. Due to closing date effects, customer balances, especially those denominated in US dol-
lars and euros, declined significantly compared with the end of 2012, resulting in lower balances on the
nostro accounts and consequently lower capital requirements for credit risk.
The Clearstream Holding group responded to the increased capital requirements by launching a programme
to strengthen its capital base. The programme entails an injection at the level of Clearstream Holding AG
(including the contribution of the profit participation right of €150 million issued by Clearstream
Banking S.A.), the retention of profits at Clearstream Banking S.A. and Clearstream International S.A.,
capital injections to the bank subsidiaries performed by Clearstream International S.A. and the upgrade
of Clearstream Banking S.A.’s profit participation rights to Tier 2 capital. In spite of the increased capital
requirements, these capitalisation measures currently secure solvency ratios of more than 20 per cent.
The Clearstream Holding group therefore does not expect to require any capital in the short to medium
term. In the medium to long term, only a moderate – if any – increase in capital requirements at Group
level is expected to arise from the capital buffers that are to be imposed in stages from 2014 onwards,
the requirements resulting from mandatory recovery plans, the designation as systemically important
institutions and the future CSD regulation. The transfer of the supervisory function for Clearstream
Banking S.A. to the ECB is, however, not expected to have a material impact on capital requirements.
The cash collateral deposited at Eurex Clearing AG fluctuated in the course of the year, but remained
at a high level overall. Eurex Clearing AG’s capital requirements rose only slightly compared with the
previous year, mainly as a result of closing date effects relating to credit and market risk and of down-
stream effects resulting from the calculation of averages used in the assessment of capital requirements
in relation to operational risk.
Eurex Clearing AG’s internal risk model assumes higher capital requirements for operational risk than
does the accounting-based basic indicator approach in accordance with regulatory requirements. For this
reason, Eurex Clearing AG has always maintained a capital buffer for these types of risk over and above
the minimum regulatory requirements. Against this background, the banking supervisory authorities
encouraged Eurex Clearing AG in 2011 to expand the basis for calculating the regulatory capital require-
ments to include an adequate clearing portion of the fees collected for the account of the operating com-
panies. The capital requirements for operational risk are calculated once a year on the basis of a three-
year average of historical income, including the assumed clearing fees, and are therefore not subject to
daily fluctuations. Compliance with the minimum supervisory ratio is maintained at all times due to the
sufficient capital buffer for uncollateralised cash investments.
256
Deutsche Börse Group corporate report 2013
On 1 August 2013, Eurex Clearing AG submitted its application for authorisation as a central counter-
party under the European Market Infrastructure Regulation (EMIR). Article 16 of EMIR in conjunction
with the EU’s Level 2 Implementing Directive sets its own capital adequacy requirements. Although
these requirements are essentially based on the rules for credit institutions, the resulting capital require-
ments differ from the requirements for banks because they include additional requirement for orderly
winding down or restructuring and for business risk as well as a number of other minor matters and a
different definition of capital. Among other things, Eurex Clearing AG’s share of the default fund is
deducted from its (German GAAP) capital. Without the capital buffers, which will in future only be stipu-
lated in the regulatory framework for banks, the requirement under EMIR is significantly more stringent
than under the bank framework. In preparation for its application for EMIR authorisation, Eurex Clearing
AG increased its equity at the beginning of 2013 by adding €110 million to its capital reserves. The
authorisation is expected to be granted in the second quarter of 2014. The EMIR requirements did not
yet apply as at the balance sheet date. The increase in equity resulted in a significantly improved sol-
vency ratio, while capital requirements were only slightly higher.
Given the high capital requirements under EMIR, Eurex Clearing AG does not currently expect the intro-
duction of Capital Requirements Directive (CRD) IV capital buffers from 2014 onwards to have a signifi-
cant impact on capital requirements. Independent of this, the capital resources of Eurex Clearing AG are
reviewed on an ongoing basis and monitored as part of medium-term capital planning. However, given
the continuing development of the basis for EMIR capital requirements (income and costs) and business
performance within a changed regulatory framework (EMIR, CRD IV) for Eurex Clearing AG and its cus-
tomers, small capital increases cannot be ruled out.
Composition of own funds requirements
Own funds requirements for
operational risk
Own funds requirements for credit
and market price risk
Total capital requirements
31 Dec 2013
€m
31 Dec 2012
€m
31 Dec 2013
€m
31 Dec 2012
€m
31 Dec 2013
€m
31 Dec 2012
€m
Clearstream Holding group
289.6
195.1
Clearstream Banking S.A.
Clearstream Banking AG
223.0
74.7
116.7
74.4
Eurex Clearing AG
71.2
69.3
49.0
46.2
23.1
7.3
73.9
338.6
269.0
67.9
25.8
269.2
97.8
184.6
100.2
3.8
78.5
73.1
Regulatory capital ratios
Own funds requirements
Regulatory equity
Solvency ratio
31 Dec 2013
€m
31 Dec 2012
€m
31 Dec 2013
€m
31 Dec 2012
€m
31 Dec 2013
%
31 Dec 2012
%
Clearstream Holding group
338.6
269.0
1,116.6
783.0
26.4
Clearstream Banking S.A.
Clearstream Banking AG
269.2
97.8
184.6
100.2
801.3
217.9
459.9
188.1
23.8
17.8
23.3
19.9
15.0
Eurex Clearing AG
78.5
73.1
249.4
138.6
25.4
15.2
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Consolidated balance sheet disclosures
257
Eurex Clearing AG has been accredited by the Financial Services Authority (FSA) in the UK as a Recog-
nised Overseas Clearing House (ROCH). The reorganisation of financial services supervision in the
UK resulted in the break-up of the FSA as at 1 April 2013 and in the transfer of its oversight role over
ROCHs to the Bank of England. As a ROCH, Eurex Clearing AG has to maintain regulatory capital
equivalent to at least half the operating expenses of the previous year; the resulting regulatory mini-
mum capital under the ROCH requirements amounted to €43.1 million as at 31 December 2013
(2012: €48.0 million). Once authorisation as a central counterparty under EMIR has been granted,
Eurex Clearing AG’s ROCH status in the UK will lapse.
The regulatory minimum requirements were complied with at all times by all companies during the year
under review and in the period up to the preparation of the consolidated financial statements.
21. Shareholders’ equity and appropriation of net profit of Deutsche Börse AG
The annual financial statements of the parent company Deutsche Börse AG, prepared as at 31 Decem-
ber 2013 in accordance with the provisions of the Handelsgesetzbuch (HGB, the German Commercial
Code), report net profit for the year of €412.8 million (2012: €605.7 million) and shareholders’ equity
of €2,329.8 million (2012: €2,301.5 million).
Net income for the year is significantly lower year-on-year, primarily due to a decrease in the result from
equity investments and a rise in expenses.
Proposal on the appropriation of the unappropriated surplus
Net profit for the year
Appropriation to other retained earnings in the annual financial statements
Unappropriated surplus
Proposal by the Executive Board:
Distribution of a regular dividend to the shareholders of €2.10 per share for 184,115,657 no-par
value shares carrying dividend rights (in 2013 from net profit for 2012: €2.10)
Appropriation to retained earnings
31 Dec 2013
€m
31 Dec 2012
€m
412.8
– 12.8
400.0
386.6
13.4
605.7
– 205.7
400.0
386.5
13.5
No-par value shares carrying dividend rights
Number of shares issued as at 31 December 2013
Number of shares acquired under the share buy-back programme up to the balance sheet date
that are planned to be retired
Number of shares outstanding as at 31 December 2013
Number
193,000,000
– 8,884,343
184,115,657
The proposal on the appropriation of the unappropriated surplus reflects treasury shares held directly
or indirectly by the company that are not eligible to receive dividends under section 71b of the Aktien-
gesetz (AktG, the German Stock Corporation Act). The number of shares eligible to receive dividends
can change until the Annual General Meeting through the repurchase or sale of further treasury shares.
In this case, without changing the dividend of €2.10 per eligible share, an amended resolution for the
appropriation of the unappropriated surplus will be proposed to the Annual General Meeting.
258
Deutsche Börse Group corporate report 2013
22. Provisions for pensions and other employee benefits
Defined benefit pension plans
The defined benefit obligations of the companies of Deutsche Börse Group relate primarily to final salary
arrangements and pension plans based on capital components, which guarantee employees a choice of
either lifelong pensions or capital payments on the basis of the final salary paid. In Switzerland, there
are guaranteed defined contribution plans. Deutsche Börse Group uses external trust solutions to cover
some of its pension obligations.
Net liability of defined benefit obligations
Germany
Luxembourg
Other assets
31 Dec 2013
€m
31 Dec 2012
€m
Present value of the defined benefit obligations
that are at least partly financed in advance
Fair value of plan assets
Funded status
Present value of unfunded obligations
Net liability of defined benefit obligations
Impact of minimum funding requirement/asset
ceilling
Amount recognised in the balance sheet
275.7
– 207.7
68.0
1.8
69.8
0
69.8
50.6
– 42.3
8.3
0.6
8.9
0
8.9
14.9
– 13.4
341.2
– 263.4
326.2
– 233.4
1.5
0
1.5
0
1.5
77.8
2.4
80.2
0
80.2
92.8
2.0
94.8
0.6
95.4
The defined benefit plans comprise a total of 2,435 (2012: 2,476) beneficiaries. The present value of
the defined benefit obligations can be broken down on the beneficiaries as follows:
Breakdown of stakeholders
Candidates
Former employees with vested entitlements
Pensioners or surviving dependents
Germany
Luxembourg
Other assets
31 Dec 2013
€m
31 Dec 2012
€m
129.5
93.8
54.2
277.5
50,0
0.6
0.6
51.2
14.9
0
0
14.9
194.4
94.4
54.8
343.6
188.6
86.5
53.1
328.2
The following retirement benefit plans exist to provide retirement benefits:
Executive boards of Group companies (Germany and Luxembourg)
Individual commitment plans exist for members of the executive boards of Group companies; they are
based on the plan for senior executives described in the next but one paragraph, i.e. in each calendar
year the company provides an annual contribution to a capital component calculated in accordance with
actuarial principles. The benefit assets equal the total of the acquired capital components of the individ-
ual years and are converted into a lifelong pension once the benefits fall due. In addition, retirement
benefit agreements are in place with members of the executive boards of Group companies, under which
they are entitled to pension benefits on reaching the age of 63 and following reappointment. When the
term of office began, the replacement rate was 30 per cent of individual pensionable income. It rose by
five percentage points with each reappointment, up to a maximum of 50 per cent of pensionable income.
Details of the pension commitments for members of Deutsche Börse AG’s Executive Board can be found
in the
remuneration report.
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Consolidated balance sheet disclosures
259
Germany
There has been an employee-financed deferred compensation plan for employees of Deutsche Börse
Group in Germany since 1 July 1999. This plan gives employees the opportunity to convert parts of
their future remuneration entitlements into benefit assets of equal value. The benefits consist of a capital
payment on reaching the age of 65 or earlier, if applicable, in the case of disability or death; when due,
the payment is made in equal annual payments over a period of three years. The benefit assets earn
interest at a rate of 6 per cent p.a. As a rule, new commitments are entered into on the basis of this
deferred compensation plan; employees with pension commitments under retirement benefit arrange-
ments in force before 1 July 1999 were given an option to participate in the deferred compensation
plan by converting their existing pension rights.
In the period from 1 January 2004 to 30 June 2006, senior executives in Germany were offered the
opportunity to participate in the following pension system based on capital components: the benefit is
based on annual income received, composed of fixed annual salary and the variable remuneration. Every
year, participating Group companies provide for an amount that corresponds to a certain percentage of
the pensionable income. This amount is multiplied by a capitalisation factor depending on age, resulting
in the “annual capital component”. The benefit assets equal the total of the acquired capital components
of the individual years and are converted into a lifelong pension once the benefits fall due. This benefit
plan was closed to new staff on 30 June 2006; the senior executives who were employed in the above
period can continue to earn capital components.
Luxembourg
The employees of the Clearstream subgroup in Luxembourg participate in separate defined benefit pen-
sion plans. The defined benefit pension plan in favour of Luxembourg employees of Clearstream Inter-
national S.A., Clearstream Banking S.A. and Clearstream Services S.A. is funded by means of cash con-
tributions to an “association d’épargne pension” (ASSEP) organised in accordance with Luxembourg law.
The benefits consist of a one-off capital payment, which is generally paid on reaching the age of 65. The
benefit plan does not cover disability or death in service. Contributions to the “association d’épargne
pension” are funded in full by the participating companies. The contributions are determined annually
on the basis of actuarial reports and the amount of the obligation is calculated in accordance with Lux-
embourg law.
Switzerland
The employees of STOXX Ltd. participate in a separate defined benefit pension plan. They are insured by
a pension fund of SIX Swiss Exchange AG at PREVAS Sammelstiftung, Zurich.
Since 2012, there have been a separate pension plan (basic pension plan) and a supplementary bene-
fits plan (bonus plan) for employees of Eurex Zürich AG and Eurex Global Derivatives AG; both plans are
based on insurance policies and, in addition to retirement benefits, comprise disability benefits and
dependants’ pensions. The contributions to the basic pension plan are paid by the employee and the
employer, based on progressive percentages of the insured wage (annual wage less coordination deduc-
tion). For the bonus plan, the contributions are determined as a percentage of the bonus; it is also fund-
ed by contributions from employees and the employer. The retirement age is 65. The beneficiaries can
choose between pension payments and a one-off payment.
260
Deutsche Börse Group corporate report 2013
The present value of defined benefit obligations can be reconciled as follows with the provisions shown
in the consolidated balance sheet:
Changes in net defined benefit obligations
Balance as at 1 Jan 2012
Current service cost
Interest expense/(income)
Past service cost and gains and losses on
settlements
Remeasurements
Return on plan assets, excluding amounts
already recognised in interest income
Losses from changes in financial assumptions
Experience gains
Change in asset ceilling, excluding amounts
included in interest expense
Effect of exchange rate differences
Contributions:
Employers
Plan participants
Benefit payments
Settlements
Present value
of obligations
€m
244.8
14.3
11.9
0.9
27.1
–
66.9
– 5.5
–
61.4
0.3
–
0.7
– 6.2
0.1
Fair value of
plan assets
€m
– 197.6
–
– 9.6
–
– 9.6
– 8.3
–
–
–
– 8.3
0
– 23.4
– 0.7
6.2
0
Balance as at 31 Dec 2012
328.2
– 233.4
Changes in the basis of consolidation
Current service cost
Interest expense/(income)
Remeasurements
Return on plan assets excluding amounts
already recognised in interest income
Losses from changes in demographic
assumptions
Losses from changes in financial assumptions
Experience gains
Change in asset ceilling, excluding amounts
included in interest expense
Effect of exchange rate differences
Contributions:
Employers
Plan participants
Benefit payments
Balance as at 31 Dec 2013
0.3
17.1
11.0
28.1
–
3.2
5.4
– 11.9
–
– 3.3
– 0.2
-
0.8
– 10.3
343.6
-
-
– 8.6
– 8.6
– 10.4
– 10.4
–
–
–
–
– 10.4
0
– 20.5
– 0.8
10.3
3.2
5.4
– 11.9
0
– 13.7
– 0.2
– 20.5
0
0
– 263.4
80.2
Total
€m
47.2
14.3
2.3
0.9
17.5
– 8.3
66.9
– 5.5
0
53.1
0.3
– 23.4
0
0
0.1
94.8
0.3
17.1
2.4
19.5
Impact of
minimum
funding
requirement/as
set ceilling
€m
0
–
–
–
0
–
–
–
0.6
0.6
0
–
–
–
–
0.6
–
–
–
0
–
–
–
–
– 0.6
– 0.6
0
–
–
–
0
Total
€m
47.2
14.3
2.3
0.9
17.5
– 8.3
66.9
– 5.5
0.6
53.7
0.3
– 23.4
0
0
0.1
95.4
0.3
17.1
2.4
19.5
– 10.4
3.2
5.4
– 11.9
– 0.6
– 14.3
– 0.2
– 20.5
0
0
80.2
Shares
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Financial statements Notes
Consolidated balance sheet disclosures
261
In financial year 2013, employees converted a total of €3.3 million (2012: €3.1 million) of their varia-
ble remuneration into deferred compensation benefits.
Assumptions
Provisions for pension plans and other employee benefits are measured annually at the balance sheet
date using actuarial methods. The assumptions for determining the actuarial obligations for the pension
plans differ according to the individual conditions in the countries concerned and are as follows:
Actuarial assumptions
31 Dec 2013
31 Dec 2012
Discount rate
Salary growth
Pension growth
Staff turnover rate
Germany
%
Luxembourg
%
Switzerland
%
Germany
%
Luxembourg
%
Switzerland
%
3.40
3.50
2.00
2.001)
3.40
3.50
2.00-2.25
2.001)
2.00
1.00
0
n.a.2)
3.50
3.50
2.00
2.00
3.50
3.50
2.00
2.00
2.00
1.00
0
n.a.2)
1) Up to the age of 50, afterwards 0.00 per cent.
2) Staff turnover rate in accordance with the Bundesgesetz über die berufliche Alters-, Hinterlassenen- und Invalidenvorsorge (BVG, Swiss Federal Occupational
Retirement, Survivors’ and Disability Pension Plans Act)
In Germany, the “2005 G” mortality tables (generation tables) developed by Prof Dr Klaus Heubeck are
used in a modified version. For Luxembourg, generation tables of the Institut national de la statistique et
des études économiques du Grand-Duché du Luxembourg are used. For Switzerland, the BVG 2010
generation tables are used.
Sensitivity analysis
The sensitivity analysis presented in the following considers the change in one assumption at a time,
leaving the other assumptions unchanged from the original calculation, i.e. possible correlation effects
between the individual assumptions are not taken into account.
262
Deutsche Börse Group corporate report 2013
Sensitivity of defined benefit obligation to change in the weighted principal assumptions
Change in actuarial assumption
Impact on defined benefit
obligation
Impact on defined benefit
obligation
Present value of the obligation1)
Discount rate
Increase by 1.0 percentage point
Reduction by 1.0 percentage
point
Salary growth
Increase by 0.5 percentage points
Reduction by 0.5 percentage
points
Pension growth
Increase by 0.5 percentage points
Reduction by 0.5 percentage
points
Life expectancy
Increase by one year
Reduction by one year
2013
Defined benefit
obligation
€m
343.6
293.5
406.9
354.4
335.1
358.0
336.1
351.7
335.3
2012
Defined benefit
obligation
€m
328.2
278.7
388.1
340.0
318.7
337.8
319.6
335.4
320.5
Change
%
–
– 14.6
18.4
3.2
– 2.5
4.2
– 2.2
2.3
– 2.4
Change
%
–
– 15.1
18.3
3.6
– 2.9
2.9
– 2.6
2.2
– 2.3
1) Present value of the obligations using assumptions in accordance with the table “actuarial assumptions”
Composition of plan assets
Germany
In Germany, the plan assets are held by a trustee in safekeeping for individual companies of Deutsche
Börse Group and for the beneficiaries. At the company’s instruction, the trustee uses the funds trans-
ferred to acquire securities on a trust basis, without any consulting on the part of the trustee. The contri-
butions are invested in accordance with an investment policy, which may be amended by the companies
represented in the investment committee in agreement with the other members. The trustee may refuse
to carry out instructions if they are in conflict with the fund’s allocation rules or the payment provisions.
In accordance with the investment policy, about 25 per cent of fund assets are invested in shares with
the aim of replicating the STOXX Europe 600 Index. A total return approach is pursued for the remaining
fund assets, and investments can be made in different asset classes.
Luxembourg
In Luxembourg, the Board of Directors of the Clearstream Pension Fund is responsible for determining
the investment strategy, with the aim of maximising returns in relation to a benchmark. This benchmark
is derived in equal parts from the return on five-year German federal government bonds and the return
on the EURO STOXX 50 Index. According to the investment policy, the fund may only invest in fixed-
income securities, shares and listed investment fund units, and it may hold cash.
Switzerland
Since 2012, the assets of the pension funds of Eurex Zürich AG and Eurex Global Derivatives AG have
been invested with AXA Stiftung Berufliche Vorsorge and are therefore reported under “qualifying insur-
ance policies”.
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Consolidated balance sheet disclosures
263
Overview on plan assets
Equity instruments – Europe
Financial institutions
Manufacturing and Industrial
Energy and commodities
Technology companies
Other
Equity instruments – other
Financial institutions
Manufacturing and Industrial
Energy and commodities
Technology companies
Other
Bonds
Government bonds
Corporate bonds
Derivatives
Stock index futures
Interest rate futures
Property
Europe
Other
Investment funds
Other
Total listed
Qualifying insurance policies
Cash
Other
Total not listed
Total plan assets
31 Dec 2013
31 Dec 2012
€m
60.8
11.6
14.4
6.6
4.7
23.5
0.6
0.1
0.1
0.1
0.1
0.2
165.8
163.5
2.3
0.8
0.8
0
0.8
0.7
0.1
18.0
0.1
246.9
7.7
8.6
0.2
16.5
%
23.1
0.2
%
37.0
0.3
€m
86.3
16.3
19.2
15.4
6.4
29.0
0.6
0.1
0.1
0.1
0.1
0.2
63.0
104.0
44.6
87.6
16.4
0
0.2
– 0.2
0.7
0.6
0.1
19.0
0.1
210.7
7.9
14.8
0
22.7
0.3
0.3
6.8
0
93.7
2.9
3.3
0.1
6.3
0
0.3
8.1
0
90.3
3.4
6.3
0
9.7
263.4
100.0
233.4
100.0
As at 31 December 2013, plan assets included financial instruments of the Group amounting to
€0.1 million (2012: €0.1 million). They did not include any property occupied or other assets used
by the Group.
Risks
In addition to the general actuarial risks, the risks associated with the defined benefit obligations relate
especially to financial risks in connection with the plan assets, including in particular counterparty credit
and market price risks.
264
Deutsche Börse Group corporate report 2013
Market price risk
The return on plan assets is assumed to be the discount rate determined on the basis of corporate bonds
with an AA rating. If the actual rate of return on plan assets is lower than the discount rate used, the net
defined benefit liability increases accordingly. After a reduction in the equity ratio of the plan assets held
in Germany in 2013 and at a lower volatility, the actual return is further expected to exceed the return
on corporate bonds with a good credit in the medium to long term.
Deutsche Börse Group considers the share price risk resulting from the equity ratio of the plan assets to
be appropriate. The company bases its assessment on the expectation that the overall volume of pay-
ments from the pension plans will be manageable in the next few years, that the total amount of the
obligations will also be manageable and that it will be able to meet these payments in full from operating
cash flows. Any amendments to the investment policy take into account the duration of the pension
obligation as well as the expected payments over a period of ten years.
Moreover, the level of the net liability is influenced by the discount rates in particular, whereby the cur-
rent low interest rates contribute to a relatively high net liability. A continued decline in returns on corpo-
rate bonds will lead to a further increase in defined benefit obligations, which can be only partially offset
by the positive development of the fair values of the corporate bonds included in the plan assets.
Inflation risk
Possible inflation risks that could lead to an increase in defined benefit obligations exist because some
pension plans or the annual capital components are directly related to the salaries, i.e. a significant
increase in salaries would lead to an increase in the benefit obligation from the plans. In Germany,
however, there are no contractual arrangements with regard to inflation risk for these pension plans.
An interest rate of 6 per cent p.a. has been agreed for the employee-financed deferred compensation
plan; the plan does not include any arrangements for inflation, so that it has to be assumed that there
will be little incentive for employees to contribute to the deferred compensation plan in times of rising
inflation.
In Luxembourg, salaries are adjusted for the effects of inflation on the basis of a consumer price index no
more than once a year; this adjustment leads to a corresponding increase in the benefit obligation from
the pension plan. Since the obligation will be met in the form of a capital payment, there will be no
inflation-linked effects once the beneficiary reaches retirement age.
In Switzerland, the benefit plans at AXA Stiftung Berufliche Vorsorge and PREVAS Sammelstiftung include
the provision that the Board of the foundation decides annually whether the retirement pensions will be
adjusted to price trends. The decision takes into account in particular the financial capability of the
foundation. There are no arrangements for automatic adjustments to price increases over and above the
legal requirements that apply to certain surviving dependants’ and disability pensions.
Shares
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Consolidated balance sheet disclosures
265
Duration and expected maturities of the pension obligations
The weighted duration of the pension obligations was 16.42 years as at 31 December 2013.
Expected maturities of undiscounted pension payments
Less than 1 year
Between 1 and 2 years
Between 2 and 5 years
More than 5 years up to 10 years
Total
1) The expected payments in CHF were translated into euros at the respective closing rate on 31 December.
Expected pension
payments1)
31 Dec 2013
€m
Expected pension
payments1)
31 Dec 2012
€m
8.7
9.1
37.3
72.1
127.2
8.1
7.5
39.3
59.9
114.8
The expected costs of defined benefit plans amount to approximately €18.1 million for the 2014 finan-
cial year, including net interest expense.
Defined contribution pension plans
In the year under review, the costs of defined contribution plans amounted to €27.7 million
(2012: €27.0 million).
23. Changes in other provisions
Changes in other provisions
Balance as at 1 Jan 2013
Reclassification
Utilisation
Reversal
Additions
Balance as at 31 Dec 2013
1) Relates to the reclassification to liabilities
Other non-
current
provisions
€m
80.3
– 21.6
– 8.6
– 2.2
65.3
113.2
Tax provisions
€m
Other current
provisions
€m
252.2
– 0.4
– 22.2
– 8.9
46.1
266.8
88.9
20.8
– 33.1
– 6.4
153.4
223.6
Total
€m
421.4
– 1.21)
– 63.9
– 17.5
264.8
603.6
266
Deutsche Börse Group corporate report 2013
24. Other non-current provisions
Other non-current provisions have more than one year to maturity.
Composition of other non-current provisions
Restructuring and efficiency measures
Pension obligations to IHK1)
Stock Bonus Plan
Anticipated losses
Jubilee
Bonus
Early retirement
Total
thereof with remaining maturity between 1 and 5 years
thereof with remaining maturity of more than 5 years
1) IHK = Industrie- und Handelskammer Frankfurt am Main (the Frankfurt/Main Chamber of Industry and Commerce)
31 Dec 2013
€m
31 Dec 2012
€m
78.8
42.3
9.5
8.0
5.9
5.4
4.4
1.2
113.2
78.5
34.7
9.6
6.7
6.1
5.5
8.6
1.5
80.3
61.1
19.2
Provisions for restructuring and efficiency measures include provisions amounting to €7.2 million (2012:
€8.5 million) for the restructuring and efficiency programme resolved in September 2007 as well as
€28.9 million (2012: €33.8 million) for the programme resolved in 2010 to increase operational per-
formance and €42.7 million for the programme resolved in 2013 to improve the cost structures and
operational processes in order to adapt to a permanently changed business environment. Additions in-
clude discount effects amounting to €3.6 million (2012: €3.9 million) mainly from the passage of time.
For details on the restructuring and efficiency programmes see
tems” section in the combined management report.
“Internal management – Control sys-
Provisions for pension obligations to the Industrie- und Handelskammer (IHK, the Chamber of Com-
merce) are recognised on the basis of the number of eligible employees. Provisions for early retirement
benefits are calculated on the basis of the active and former employees involved. Additions include dis-
count rate effects amounting to €0.3 million (2012: €0.3 million) mainly from the passage of time.
For details on the Stock Bonus Plan, see
note 39.
As at 31 December 2013, the provisions for anticipated losses contain provisions for anticipated los-
ses from rental expenses and restoration obligations amounting to €9.2 million (2012: €7.1 million),
of which €3.3 million (2012: €1.0 million) are allocated to current provisions. The provisions class-
ified as non-current are not expected to be utilised before 2015. €5.8 million of the non-current provi-
sions relates to restoration obligations. The provisions are calculated on the basis of the expected resto-
ration costs.
Shares
Services
2013 Horizons
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Financial statements Notes
Consolidated balance sheet disclosures
267
25. Interest-bearing liabilities
The euro and US dollar bonds issued by Deutsche Börse Group have a carrying amount of €1,521.9
million (2012: €1,737.4 million) and a fair value of €1,551.8 million (2012: €1,821.9 million).
At the end of the first quarter of 2013, Deutsche Börse AG issued a corporate bond with a nominal
amount of €600 million. The bond has a term of five years and a coupon of 1.125 per cent annually. It
serves primarily to refinance euro-denominated bonds with a principal amount of €797.8 million that
matured or were called in the course of the second quarter of 2013. For further details, see the
“Re-
“Debt instruments of Deutsche Börse AG” table in the combined
sults of operations” section and the
management report.
The financial liabilities recognised in the balance sheet were not secured by liens or similar rights,
neither as at 31 December 2013 nor as at 31 December 2012.
26. Tax provisions
Composition of tax provisions
Income tax expense: current year
Income tax expense: previous years
Capital tax and value added tax
Total
31 Dec 2013
€m
31 Dec 2012
€m
31.1
185.3
50.4
266.8
33.4
168.9
49.9
252.2
Tax provisions of €140.0 million have an estimated remaining maturity of more than one year.
27. Other current provisions
Composition of other current provisions
Recourse, litigation and interest rate risks1)
Interest on taxes
Restructuring and efficiency measures2)
Claims for damages
Stock Bonus Plan
Bonus
Rent and incidental rental costs
Personnel expenses
Anticipated losses
Miscellaneous
Total
31 Dec 2013
€m
31 Dec 2012
€m
117.9
49.1
16.5
10.6
10.2
6.3
1.9
2.5
3.3
5.3
8.1
43.1
5.6
13.3
8.3
0
3.1
2.8
1.0
3.6
223.6
88.9
1) Including €110.3 million (US$ 151.9 million) for the settlement with OFAC. For details see
2) Thereof provisions amounting to €0.4 million (2012: €0.4 million) for the restructuring and efficiency programme resolved in 2007, provisions amounting
note 37.
to €1.6 million (2012: €3.6 million) for the programme to increase operational performance adopted in 2010 and €14.0 million for the programme resolved in 2013
to improve the cost structures and operational processes in order to adapt to a permanently changed business environment. For details see
control” section of the combined management report.
“Internal management
268
Deutsche Börse Group corporate report 2013
For details on share-based payments, see
see
note 24.
note 39. For details on non-current anticipated losses,
28. Liabilities from banking business
The liabilities from banking business are attributable solely to the Clearstream subgroup.
Composition of liabilities from banking business
Customer deposits from securities settlement business
Issued commercial paper
Overdrafts on nostro accounts
Forward foreign exchange transactions – held for trading
Money market lendings
Interest liabilities
Interest rate swaps – fair value hedges
Total
Remaining maturity of liabilities from banking business
Not more than 3 months
Total
31 Dec 2013
€m
31 Dec 2012
€m
9,475.7
12,542.5
194.1
30.8
16.5
8.1
0.1
0
208.3
109.2
16.7
3.5
0.1
0
9,725.3
12,880.3
31 Dec 2013
€m
31 Dec 2012
€m
9,725.3
12,880.3
9,725.3
12,880.3
Shares
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2013 Horizons
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Financial statements Notes
Consolidated balance sheet disclosures
269
29. Cash deposits by market participants
Composition of cash deposits by market participants
Liabilities from margin payments to Eurex Clearing AG by members
Liabilities from cash deposits by participants in equity trading
Total
30. Other current liabilities
Composition of other current liabilities
Liabilities from CCP positions
Issued commercial paper
Special payments and bonuses
Tax liabilities (excluding income taxes)
Vacation entitlements, flexitime and overtime credits
Interest payable
Derivatives
Liabilities as part of social security
Liabilities to supervisory bodies
Liability from repayment of euro-denominated bonds
Earn-out component
Miscellaneous
Total
1) See
note 25 for further details.
31 Dec 2013
€m
31 Dec 2012
€m
16,217.7
19,447.4
4.0
3.2
16,221.7
19,450.6
31 Dec 2013
€m
31 Dec 2012
€m
176.9
100.0
39.2
30.5
16.7
9.6
6.1
4.2
2.2
0
0
26.7
412.1
152.1
0
37.7
24.5
17.4
33.4
14.6
3.8
2.1
577.41)
1.2
24.2
888.4
270
Deutsche Börse Group corporate report 2013
31. Maturity analysis of financial instruments
Underlying contractual maturities of the financial assets and liabilities at the balance sheet date
Contractual maturity
2013
€m
0
0
Sight
2012
€m
Not more than 3 months
2012
€m
2013
€m
More than 3 months but not
more than 1 year
2013
€m
2012
€m
0
0
6.8
0.1
0
0
33.7
877.3
0
0
0
0
9,514.7
12,651.7
194.1
211.9
Non-derivative financial
liabilities
Interest-bearing liabilities
Other non-current financial
liabilities
Non-derivative liabilities from
banking business
Trade payables, payables to
associates, payables to other
related parties and other current
liabilities
Cash deposits by market
participants
Total non-derivative financial
liabilities (gross)
Derivatives and financial instr-
uments of Eurex Clearing AG
Financial liabilities and deriv-
atives of Eurex Clearing AG
less financial assets
and derivatives of
Eurex Clearing AG
Cash inflow – derivatives and
hedges
Cash flow hedges
Fair value hedges
178.1
0
245.1
317.4
3.8
5.6
Other bank loans and overdrafts
0.1
0.1
16,221.7
19,450.6
0
0
0
0
0
0
0
0
25,914.6
32,102.4
446.1
529.3
37.5
882.9
25,980.7
16,508.9
103,079.9
104,121.9
23,986.2
35,683.4
– 26,480.7
– 16,508.9
– 103,079.9
– 104,121.9
– 23,986.2
– 35,683.4
0
0
0
0
0
0
6.1
0
Derivatives held for trading
551.2
471.1
1,751.2
1,831.8
Cash outflow – derivatives and
hedges
Cash flow hedges
Fair value hedges
Derivatives held for trading
Total derivatives and hedges
0
0
– 551.0
– 499.8
0
0
0
0
– 6.2
0
– 346.8
– 1,734.9
– 1,973.3
124.3
16.3
– 141.6
1) To reconcile to the balance sheet item including non-financial liabilities, the presentation has been adjusted
0
0
0
0
0
0
0
18.7
0
7.7
– 18.7
0
– 7.6
0.1
Shares
Services
2013 Horizons
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Financial statements Notes
Consolidated balance sheet disclosures
271
Contractual maturity
More than 1 year but not more
than 5 years
2012
€m
2013
€m
Reconciliation to carrying
amount
Carrying amount
2013
€m
Over 5 years
2012
€m
2013
€m
2012
€m
2013
€m
2012
€m
1,011.2
244.8
709.2
895.2
– 239.0
– 279.9
1,521.9
1,737.4
0.3
0.8
0.4
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
1.8
0
5.21)
2.6
6.01)
0
9,708.8
12,863.6
110.7
690.31)
537.7
1,013.31)
0
0
0
0
16,221.7
19,450.6
0.1
0.1
1,011.5
245.6
709.6
895.2
– 126.5
415.6
27,992.8
35,071.0
0
0
0
0
157,105.4
156,315.4
– 157,605.4
– 156,315.4
4,051.7
1.2
6.9
– 4,051.7
– 1.2
– 6.9
0
0
0
0
0
0
0
5.6
0
0
– 16.8
0
– 5.5
– 16.7
0
0
0
0
0
0
0
0
0
1.4
0
0
– 4.2
0
0
– 2.8
272
Deutsche Börse Group corporate report 2013
32. Classification of financial instruments under IAS 39
The following table shows an analysis of the financial instruments in the balance sheet in accordance
with their classification under IAS 39 as well as the corresponding carrying amounts:
Classification of financial instruments
Consolidated balance sheet item
(classification)
Note
Category
Measured at
Carrying amount
Other equity investments
Non-current receivables and securities from
banking business
Other financial instruments
Other loans
Non-current financial instruments
of Eurex Clearing AG
Other non-current assets
Current financial instruments
of Eurex Clearing AG
Current receivables and securities from
banking business
Trade receivables
Receivables from related parties
13
13
13
13
15
15
16
17
31 Dec 2013
€m
31 Dec 2012
€m
Historical cost
Fair value
19.3
4.6
20.9
5.8
Fair value
1,178.3
1,485.0
AFS1)
AFS1)
AFS1)
AFS1)
AFS1)
Cash flow
hedges
Loans and
receivables
Loans and
receivables
Loans and
receivables
0
21.5
0.1
0
3.8
25.0
0.4
Historical cost
Fair value
Loans and
receivables
Amortised cost
0.7
24.9
0.4
Held for trading
Fair value
4,058.6
Loans and
receivables
Amortised cost
7.4
Held for trading
Fair value
153,546.8
156,315.4
AFS1)
Fair value
310.6
Fair value
0
Amortised cost
9,233.4
12,782.9
Amortised cost
218.8
211.8
Amortised cost
4.1
0
3.0
0.1
Other current assets
18
Held for trading
Fair value
Restricted bank balances
Other cash and bank balances
Loans and
receivables
Loans and
receivables
Loans and
receivables
19
33
Amortised cost
196.5
92.0
Amortised cost
16,221.7
19,450.6
Amortised cost
627.9
641.6
1) Available-for-sale (AFS) financial assets
2) This relates to the private placements designated as hedging instruments of a net investment hedge (see
3) This relates to the put options issued by Clearstream International S.A. relating to Clearstream Fund Services Ireland Ltd.
note 14).
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2013 Horizons
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Financial statements Notes
Consolidated balance sheet disclosures
273
Consolidated balance sheet item
(classification)
Note
Category
Measured at
Carrying amount
Interest-bearing liabilities
(excluding finance leases)
14, 25
Liabilities at
amortised cost
Net investment
hedge2)
Amortised cost
Amortised cost
15
Held for trading
Fair value
Non-current financial instruments
of Eurex Clearing AG
Other non-current liabilities
Current financial instruments
of Eurex Clearing AG
Liabilities from banking business
Other bank loans and overdrafts
Trade payables
Liabilities to related parties
15
28
33
Cash deposits by market participants
29
Other current liabilities
30, 14
31 Dec 2013
€m
31 Dec 2012
€m
1,187.8
811.4
334.1
348.6
4,058.6
0.8
0
0
1.7
3.03)
153,046.8
156,315.4
Liabilities at
amortised cost
Puttable
instruments
Amortised cost
Fair value
Held for trading
Fair value
Liabilities at
amortised cost
Amortised cost
9,708.8
12,863.6
Held for trading
Fair value
16.5
16.7
Liabilities at
amortised cost
Liabilities at
amortised cost
Liabilities at
amortised cost
Liabilities at
amortised cost
Liabilities at
amortised cost
Cash flow
hedges
Amortised cost
Amortised cost
Amortised cost
Amortised cost
Amortised cost
Fair value
Derivatives held
for trading
Fair value
Puttable
instruments
Fair value
0.1
0.1
123.7
108.2
1.9
16.7
16,221.7
19,450.6
295.3
771.0
0
6.1
0
14.6
0
0.43)
274
Deutsche Börse Group corporate report 2013
The financial assets and liabilities that are measured at fair value are to be allocated to the following
three hierarchy levels: financial assets and liabilities are to be allocated to level 1 if there is a quoted
price for identical assets and liabilities in an active market. They are allocated to level 2 if the inputs
on which the fair value measurement is based are observable either directly (as prices) or indirectly
(derived from prices). Financial assets and liabilities are allocated to level 3 if the fair value is deter-
mined on the basis of unobservable inputs.
As at 31 December 2013, the financial assets and liabilities that are measured at fair value were allo-
cated to the following hierarchy levels:
Fair value hierarchy
Recurrently measured at fair value
ASSETS
Financial assets held for trading
Derivatives
Fair value as at
31 Dec 2013
thereof attributable to:
€m
Level 1
€m
Level 2
€m
Level 3
€m
Non-current financial instruments of Eurex Clearing AG
4,058.6
4,058.6
Current financial instruments of Eurex Clearing AG
153,546.8
153,546.8
157,605.4
157,605.4
4.6
4.6
24.9
1,178.3
310.6
1,513.8
0
0
24.9
1,178.3
310.6
1,513.8
159,123.8
159,119.2
4.6
0
0
0
4.6
4.6
0
0
0
0
Total
Available-for-sale financial assets
Equity instruments
Other equity investments
Total
Debt instruments
Other financial instruments
Non-current receivables and securities from banking business
Current receivables and securities from banking business
Total
Total assets
LIABILITIES
Financial liabilities held for trading
Derivatives
Non-current financial instruments of Eurex Clearing AG
4,058.6
4,058.6
Current financial instruments of Eurex Clearing AG
153,046.8
153,046.8
Other current liabilities
Liabilities from banking business
Total liabilities
6.1
16.5
0
0
157,128.0
157,105.4
0
0
0
16.5
16.5
1) Relates to derivative financial instruments belonging to the incentive programme
0
0
0
0
0
0
0
0
0
0
0
0
6.11)
0
6.1
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Consolidated balance sheet disclosures
275
By comparison, the financial assets and liabilities measured at fair value as at 31 December 2012 were
allocated to the hierarchy levels as follows:
Fair value hierarchy
Recurrently measured at fair value
ASSETS
Financial assets held for trading
Derivatives
Fair value as at
31 Dec 2012
thereof attributable to:
€m
Level 1
€m
Level 2
€m
Level 3
€m
Current financial instruments of Eurex Clearing AG
156,315.4
156,315.4
Current receivables and securities from banking business
Other non-current assets
Total
Available-for-sale financial assets
Equity instruments
Other equity investments
Total
Debt instruments
0.4
0.1
0
0
156,315.9
156,315.4
5.8
5.8
0.5
0.5
Other financial instruments
21.5
21.5
Non-current receivables and securities from banking business
1,485.0
1,485.0
Current receivables and securities from banking business
25.0
25.0
1,531.5
1,531.5
157,853.2
157,847.4
5.8
0
0.4
0.1
0.5
5.3
5.3
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Total
Total assets
LIABILITIES
Financial liabilities held for trading
Derivatives
Current financial instruments of Eurex Clearing AG
156,315.4
156,315.4
Liabilities from banking business
Other non-current liabilities
Other current liabilities
16.7
3.0
15.0
0
0
0
Total liabilities
156,350.1
156,315.4
0
16.7
0
14.6
31.3
0
0
3.01)
0.41)
3.4
1) This relates to the put options issued by Clearstream International S.A. relating to Clearstream Fund Services Ireland Ltd.
In the course of 2013, no reclassifications were made between the individual levels.
Financial assets and financial liabilities listed in levels 2 and 3 as at 31 December 2013 are measured
as follows:
The derivatives listed in level 2 comprise forward foreign exchange transactions. The fair value of the
forward foreign exchange transactions is determined on the basis of the forward foreign exchange rates
for the remaining period to maturity as at the balance sheet date. They are based on observable market
prices.
276
Deutsche Börse Group corporate report 2013
The equity investments allocated to level 2 are measured on the basis of current, comparable market
transactions.
Puttable instruments with a carrying amount of €3.4 million were allocated to level 3 as at the begin-
ning of the year under review. These were measured using the discounted cash flow method. In the
second quarter of 2013, the current portion of the puttable instruments amounting to €0.4 million was
exercised. In the course of the third quarter, a settlement agreement in the amount of €1.0 million was
reached for this long-term put, resulting in an effect recognised in profit or loss of €2.0 million as at the
balance sheet date. At the end of the year under review, derivative financial instruments belonging to an
incentive programme amounting to €–6.1 million were allocated to Level 3. The financial instruments were
measured at fair value through profit and loss using an internal model. The model takes into account the
criteria underlying the conditional repayment of the grant made by Eurex Clearing AG. The financial in-
struments were regularly measured at fair value through profit and loss using an internal model as at
the quarterly balance sheet dates. The results from the subsequent measurement are recognised under
“other operating expenses”. The model takes into account the criteria underlying the conditional repay-
ment of the grant made by Eurex Clearing AG. The criteria include, in particular, non-financial indicators
as the expected number of customers in a specific market segment as well as expected trading volumes.
They are continuously monitored, while taking possible adjustments into account; for this, information
of customers is also used. Since there is an internal model, the parameters can be different as at the
settlement date; however, the derivative financial instrument will not exceed an amount of €–8.0 million;
this amount arises if the beneficiaries of the incentive programme fulfill the conditions and a repayment
of the contribution is not taken into consideration.
The fair value of other financial assets and liabilities not measured at fair value is determined as follows:
The euro and US dollar bonds issued by Deutsche Börse Group have a fair value of €1,551.8 million
(31 December 2012: €1,821.9 million) and are reported under interest-bearing liabilities. Euro-denom-
inated bonds with a principal amount of €600.0 million were issued at the end of the first quarter of
2013. Euro-denominated bonds with a principal amount of €797.8 million matured in the course of the
second quarter of 2013. The fair value is calculated on the basis of the quoted values of the bonds or as
the present value of the cash flows relating to the private placements on the basis of market parameters.
The carrying amounts of the following items represent a reasonable approximation of their fair value:
Unlisted equity instruments whose fair value generally cannot be reliably determined on a continuous
basis and which are reported under the “financial assets” item; these are carried at cost less any im-
pairment losses
Other loans, which are reported under “financial assets”
Other receivables and other assets as well as current receivables from banking business, to the extent
that these are measured at amortised cost
Restricted bank balances
Other cash and bank balances
Cash deposits by market participants
Other current liabilities
Shares
Services
2013 Horizons
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Other disclosures
277
Other disclosures
33. Consolidated cash flow statement disclosures
Cash flows from operating activities
After adjustments to net profit for the year for non-cash items, cash flows from operating activities
excluding CCP positions amounted to €797.3 million (2012: €726.2 million). After adjustment for
the change in CCP positions cash flow from operating activities amounted to €728.3 million (2012:
€707.7 million). For details on the adjustments see the
management report.
“Financial position” section of the combined
The other non-cash income consists of the following items:
Composition of other non-cash income
Equity method measurement
Reversal of discount and transaction costs from long-term financing
Impairment of other equity investments, loans and available-for-sale shares
Reversal of the revaluation surplus for cash flow hedges
Subsequent valuation of financial instruments
Subsequent measurement of the liability from the acquisition of further shares of Eurex Zürich AG
Fair value measurement of interest rate swaps
Miscellaneous
Total
Cash flows from investing activities
2013
€m
2.4
2.2
1.7
1.7
2.3
0
0
3.4
13.7
2012
€m
4.5
3.6
11.4
– 1.0
0.4
27.4
0.8
3.6
50.7
Net cash flows from investing activities amounted to €829.2 million and related in particular to pay-
ments to acquire property, plant and equipment and intangible assets of €127.6 million. In the previous
year, investments in intangible assets included an amount of €0.1 million (2013: nil) relating to good-
will. Among the other investments in intangible assets and property, plant and equipment, the measures
undertaken under the strategic growth initiatives and infrastructure projects are classified as expansion
investments, while all remaining investments are reported as replacement investments.
278
Deutsche Börse Group corporate report 2013
The other investments in intangible assets and property, plant and equipment are broken down by seg-
ment as follows:
Payment to acquire intangible assets and property, plant and equipment
Expansion investments
Eurex
Xetra
Clearstream
Market Data +Services
Replacement investments
Eurex
Xetra
Clearstream
Market Data +Services
31 Dec 2013
€m
31 Dec 2012
€m
40.3
0.6
48.4
1.1
90.4
13.6
2.6
18.2
2.8
37.2
48.7
0.9
38.6
0
88.2
24.5
6.7
20.0
6.2
57.4
Total investments according to segment reporting
127.6
145.6
Of the investments in non-current financial instruments, an amount of €8.5 million (2012: €255.6 mil-
lion) related to the purchase of variable-rate securities in the banking business. Securities and other non-
current receivables in the amount of €35.3 million (2012: €392.2 million), of which €32.2 million
(2012: €387.7 million) related to the banking business, matured or were sold in financial year 2013.
The acquisition of further shares of European Energy Exchange AG at a purchase price of €15.4 million
and the acquisition of interests in Zimory GmbH, Deutsche Börse Cloud Exchange AG and Global Mar-
kets Exchange Group International LLP at purchase prices totalling €19.7 million resulted in cash out-
flows of €35.1 million.
In connection with the termination of the cooperation agreement governing the equity investment in
Scoach Holding S.A. with effect from 30 June 2013, the shares in Scoach Schweiz AG (now SIX Struc-
tured Products Exchange AG) held by Scoach Holding S.A. were transferred to SIX Swiss Exchange AG,
and the shares in Scoach Holding S.A. previously held by SIX Swiss Exchange AG were transferred to
Scoach Holding S.A. and subsequently retired (see
note 2). Following the transfer, Deutsche Börse
AG’s equity interest in Scoach Holding S.A. (now Börse Frankfurt Zertifikate S.A.) increased to 100 per
cent. Since the acquisition was transacted as an exchange, there were no cash outflows.
In 2012, there were cash outflows of €295.5 million in connection with the acquisition of shares in
subsidiaries. €295.0 million of this amount related to the acquisition of the shares in Eurex Global
Derivatives AG, which holds 50 per cent of shares of Eurex Zürich AG. The purchase price was paid in
cash in the amount of €295.0 million as well as by delivery of 5,286,738 shares of Deutsche Börse AG;
at the time of delivery, the shares had a fair value of €255.9 million.
Shares
Services
2013 Horizons
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Financial statements Notes
Other disclosures
279
Cash flows from financing activities
Cash outflows from financing activities of €497.6 million (2012: cash outflows of €550.6 million)
mainly related to the dividend distribution of €386.5 million (2012: €622.9 million) and the repayment
of bonds issued of €797.8 million. Moreover, a bond with a principal amount of €600 million was is-
sued in financial year 2013 (2012: €600 million).
Reconciliation to cash and cash equivalents
Reconciliation to cash and cash equivalents
Restricted bank balances
Other cash and bank balances
Net position of financial instruments of Eurex Clearing AG
less bank loans and overdrafts
Reconciliation to cash and cash equivalents
Current receivables and securities from banking business
less loans to banks and customers with an original maturity of more than 3 months
less available-for-sale debt instruments
less derivatives
Current liabilities from banking business
Current liabilities from cash deposits by market participants
Cash and cash equivalents
34. Earnings per share
31 Dec 2013
€m
31 Dec 2012
€m
16,221.7
19,450.6
627.9
500.0
– 0.1
641.6
0
– 0.1
17,349.5
20,092.1
9,544.0
12,808.2
– 692.1
– 310.6
0
0
– 25.0
– 0.4
– 9,725.3
– 12,880.3
– 16,221.7
– 19,450.6
– 17,405.7
– 19,548.1
– 56.2
544.0
Under IAS 33, earnings per share are calculated by dividing the net profit for the year attributable to
shareholders of the parent company (net income) by the weighted average number of shares outstanding.
In order to determine diluted earnings per share, potentially dilutive ordinary shares that may be ac-
quired under the Stock Bonus Plan (SBP) (see also
shares. In order to calculate the number of potentially dilutive ordinary shares, the exercise prices were
adjusted by the fair value of the services still to be provided.
note 39) were added to the average number of
In order to determine diluted earnings per share, all SBP tranches for which cash settlement has not
been resolved are assumed to be settled with equity instruments – regardless of actual accounting in
accordance with IFRS 2.
280
Deutsche Börse Group corporate report 2013
The following potentially dilutive rights to purchase shares were outstanding as at 31 December 2013:
Calculation of the number of potentially dilutive ordinary shares
Tranche
20133)
Total
Adjustment of the
exercise price
according to
IAS 331)
€
Average number of
outstanding
options
31 Dec 2013
Average price for
the period2)
€
Number of
potentially dilutive
ordinary shares
as at 31 Dec 2013
Exercise price
€
0
38.88
56,598
50.90
13,366
13,366
1) According to IAS 33.47(a), the issue price and the exercise price for stock options and other share-based payment arrangements must include the fair value of any
goods or services to be supplied to the entity in the future under the stock option or other share-based payment arrangement.
2) Volume-weighted average price of Deutsche Börse AG shares on Xetra for the period 1 January to 31 December 2013
3) This relates to rights to shares under the Stock Bonus Plan (SBP) for senior executives.
As the volume-weighted average share price was higher than the adjusted exercise price for the 2013
tranche, these stock options are considered as dilutive under IAS 33 as at 31 December 2013.
Calculation of earnings per share (basic and diluted)
Number of shares outstanding as at beginning of period
Number of shares outstanding as at end of period
Weighted average number of shares outstanding
Number of potentially dilutive ordinary shares
2013
2012
184,078,674
188,686,611
184,115,657
184,078,674
184,083,895
187,379,239
13,366
31,1661)
Weighted average number of shares used to calculate diluted earnings per share
184,097,261
187,410,405
Net income (€m)
Earnings per share (basic) (€)
Earnings per share (diluted) (€)
1) Adjusted for the 2011 tranche, for which cash settlement was resolved in 2013
478.4
2.60
2.60
645.0
3.44
3.43
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Other disclosures
281
35. Segment reporting
Segment reporting is governed by the internal organisational and reporting structure, which is broken
down by markets into the following four segments:
Internal organisational and reporting structure
Segment
Eurex
Business areas
T7 electronic derivatives market trading platform
T7 electronic options trading platform
Eurex Repo® over-the-counter (OTC) trading platform
Central counterparty for bonds, on- and off-exchange derivatives and repo transactions
Xetra
Cash market using the Xetra® electronic trading system, the Specialist trading on the Frankfurt
Stock Exchange and Tradegate
Eurex Bonds® OTC trading platform
Central counterparty for equities and bonds
Admission of securities to listing
Clearstream
Market Data + Services
Custody and settlement services for domestic and international securities
Global securities financing services and collateral management
Investment funds services
Distribution of licenses for real-time trading and market signals
Development and sales of indices
Technology solutions for external customers
Trading participant connectivity
In accordance with IFRS 8, information on the segments is presented on the basis of internal reporting
(management approach). As a result of the changes made to Deutsche Börse Group’s organisational
structure as at 1 January 2013, various business areas (e.g. trading participant connectivity, IT services
and cooperations with partner exchanges) were transferred from the previous market segments (in par-
ticular Xetra) to the new Market Data + Services segment. In this context, net revenue, cost and em-
ployees directly or indirectly associated with these business areas have also been reallocated. Prior-year
figures have been adjusted accordingly.
Sales revenue is presented separately by external sales revenue and internal (inter-segment) sales reve-
nue. Inter-segment services are charged on the basis of measured quantities or at fixed prices (e.g. the
provision of data by Eurex to Market Data + Services).
Due to their insignificance to segment reporting, the “financial income” and “financial expense” items
have been combined to produce the “net financial result”.
282
Deutsche Börse Group corporate report 2013
Segment reporting
External sales revenue
Internal sales revenue
Total sales revenue
Eurex
Xetra
Clearstream
2013
€m
850.0
0
2012
€m
858.2
0
2013
€m
172.0
0
2012
€m
162.4
0
2013
€m
766.4
7.6
2012
€m
752.1
5.5
850.0
858.2
172.0
162.4
774.0
757.6
Net interest income from banking business
Other operating income
Total revenue
0
13.5
863.5
0
10.2
868.4
0
8.9
0
6.4
35.9
7.4
52.0
3.1
180.9
168.8
817.3
812.7
Volume-related costs
– 122.8
– 100.9
– 29.2
– 24.3
– 163.4
– 162.8
Net revenue (total revenue less volume-related
costs)
Staff costs
Depreciation, amortisation and impairment losses
Other operating expenses
Operating costs
Result from equity investments
Earnings before interest and tax (EBIT)
Net financial result
Earnings before tax (EBT)
740.7
767.5
151.7
144.5
653.9
649.9
– 143.2
– 124.5
– 53.6
– 196.4
– 393.2
– 45.0
– 180.9
– 350.4
5.12)
352.6
– 4.73)
412.4
– 62.6
290.0
– 125.14)
287.3
– 45.9
– 9.4
– 39.9
– 95.2
4.0
60.5
– 2.6
57.9
– 39.8
– 205.5
– 178.1
– 9.8
– 39.7
– 89.3
4.9
60.1
– 2.4
57.7
– 37.8
– 30.5
– 260.0
– 126.2
– 503.3
– 334.8
0.2
– 0.5
150.8
314.6
– 3.2
147.6
– 3.4
311.2
Investment in intangible assets and property, plant
and equipment5)
53.9
73.2
3.2
7.6
66.6
58.6
Employees (as at 31 December)
1,018
961
331
309
1,816
1,793
EBIT margin (%)6)
47.6
53.7
39.9
41.6
23.1
48.4
1) The consolidation of internal net revenue column shows the elimination of intragroup sales revenue and profits.
2) Includes impairment losses totalling €1.6 million that account for the interest in Quadriserv Inc.
3) Includes impairment losses of €10.8 million that account for the interest in Quadriserv Inc.
4) Includes loss on subsequent measurement of liabilities to SIX Group AG of €27.4 million.
5) Excluding goodwill
6) EBIT margin is calculated on the basis of EBIT divided by net revenue.
Shares
Services
2013 Horizons
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Financial statements Notes
Other disclosures
283
Market Data+Services
Total of all segments
Consolidation of internal
net revenue1)
Group
2013
€m
371.9
26.4
398.3
0
3.6
2012
€m
372.6
29.5
402.1
0
4.0
2013
€m
2012
€m
2,160.3
2,145.3
34.0
35.0
2,194.3
2,180.3
35.9
33.4
52.0
23.7
401.9
406.1
2,263.6
2,256.0
2013
€m
0
– 34.0
– 34.0
0
– 12.8
– 46.8
2012
€m
2013
€m
2012
€m
0
2,160.3
2,145.3
– 35.0
– 35.0
0
– 12.0
– 47.0
0
0
2,160.3
2,145.3
35.9
20.6
52.0
11.7
2,216.8
2,209.0
– 35.9
– 35.7
– 351.3
– 323.7
46.8
47.0
– 304.5
– 276.7
366.0
370.4
1,912.3
1,932.3
– 81.4
– 18.0
– 91.7
– 71.8
– 19.7
– 92.6
– 476.0
– 118.8
– 588.0
– 191.1
– 184.1
– 1,182.8
0
174.9
– 2.3
172.6
– 4.0
182.3
– 1.8
180.5
9.3
738.8
– 70.7
668.1
– 414.2
– 105.0
– 439.4
– 958.6
– 4.3
969.4
– 132.7
836.7
3.9
6.2
127.6
145.6
646
641
3,811
3,704
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
1,912.3
1,932.3
– 476.0
– 118.8
– 588.0
– 1,182.8
9.3
738.8
– 70.7
668.1
– 414.2
– 105.0
– 439.4
– 958.6
– 4.3
969.4
– 132.7
836.7
127.6
145.6
3,811
3,704
47.8
49.2
38.6
50.2
n.a.
n.a.
38.6
50.2
284
Deutsche Börse Group corporate report 2013
In the year under review, there was an extraordinary impairment loss of €0.6 million (2012: nil).
Non-cash valuation allowances and bad debt losses resulted from the following segments:
Breakdown of non-cash valuation allowances and bad debt losses
Eurex
Xetra
Clearstream
Market Data + Services
Total
2013
€m
0.4
0.4
0.1
0.6
1.5
2012
€m
0
0
0.4
0.3
0.7
Deutsche Börse Group’s business model – and that of its segments – is focused on an internationally
operating participant base and pricing does not differ depending on the customer’s location. From a price,
margin and risk perspective, this means that it is not important whether sales revenue is generated from
German or non-German participants.
The risks and returns from the activities of the subsidiaries operating within the economic environment
of the European Monetary Union (EMU) do not differ significantly from each other on the basis of the
factors to be considered in identifying information on geographical regions under IFRS 8. As a result,
Deutsche Börse Group has identified the following information on geographical regions: the euro zone,
the rest of Europe, America and Asia-Pacific.
Sales revenue is allocated to the individual regions according to the customer’s domicile, while invest-
ments and non-current assets are allocated according to the company’s domicile and employees accord-
ing to their location.
As described above, the analysis of sales is based on the direct customer’s billing address. This means
for example: sales to an American investor trading a product with an Asian underlying via a European
clearing member are classified as European sales. Thus, in addition to sales to customers based in the
Asia Pacific region, Deutsche Börse Group also reports sales of products based on Asia Pacific under-
lyings. These include, for example, trading of the South Korean KOSPI index on Eurex, settlement and
custody services for securities issued by Asian entities, global securities financing from and with Asian
customers, and index products such as the STOXX China Total Market indices. Furthermore, the Group
earns net interest income on Asian customer balances. In total, this Asia Pacific-driven business amount-
ed to an additional €48.8 million in 2013 (2012: €45.2 million, number restated for the inclusion of
GSF revenues).
Shares
Services
2013 Horizons
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Financial statements Notes
Other disclosures
285
Information on geographical regions
Sales revenue
Investments3)
Non-current assets
Number of employees
Rest of
Europe
America
Asia/Pacific
Total of all
regions
Consolidation
of internal net
revenue
2013
€m
2012
€m
Euro zone
1,080.71)
1,076.81)
695.11)
325.71)
92.8
727.81)
295.11)
80.6
2013
€m
119.5
0.5
6.2
1.4
2012
€m
133.6
5.3
6.5
0.2
2013
€m
2012
€m
2013
2012
1,483.82)
1,442.72)
2,687
2,652
589.72)
579.92)
1,374.32)
1,488.52)
1.6
0.8
688
310
126
633
308
111
2,194.3
2,180.3
127.6
145.6
3,449.4
3,511.9
3,811
3,704
– 34.0
– 35.0
Group
2,160.3
2,145.3
127.6
145.6
3,449.42)
3,511.9
3,811
3,704
1) Including countries in which more than 10 per cent of sales revenue were generated: UK (2013: €545.2 million; 2012: €571.0 million), Germany (2013:
€575.5 million; 2012: €571.0 million), and USA (2013: €316.0 million; 2012: €285.1 million)
2) Including countries in which more than 10 per cent of non-current assets are carried: USA (2013: €1,374.3 million; 2012: €1,488.5 million),
Germany (2013: €1,267.4 million; 2012: €1,266.0 million) and Switzerland (2013: €584.4 million; 2012: €573.2 million)
3) Excluding goodwill
36. Financial risk management
Deutsche Börse Group presents the qualitative disclosures required by IFRS 7 in detail in the combined
management report (see explanations in the
risk report, which is part of the combined management
report), such as the nature and extent of risks arising from financial instruments, as well as the objec-
tives, strategies and methods used to manage risk.
Financial risks arise at Deutsche Börse Group mainly in the form of credit risk. To a smaller extent
the Group is exposed to market price risk. Financial risks are quantified using the economic capital
concept (please refer to the
risk report for detailed disclosures). Economic capital is assessed on a
99.98 per cent confidence level for a one-year holding period. The economic capital is compared with
the Group’s liable equity capital adjusted by intangible assets so as to test the Group’s ability to absorb
extreme and unexpected losses. The economic capital for financial risk is calculated at the end of each
month and amounted to €388 million as at 31 December 2013, whereby €311 million stem from credit
risk and €77 million stem from market price risk.
The Group evaluates its financial risk situation on an ongoing basis. In the view of the Executive Board,
no threat to the continued existence of the Group can be identified at this time.
286
Deutsche Börse Group corporate report 2013
Credit risk
Credit risks arise in Deutsche Börse Group from the following items:
Credit risk of financial instruments
Carrying amounts –
maximum risk position
Collateral
Segment
Note
Amount as at
31 Dec 2013
€m
Amount as at
31 Dec 2012
€m
Amount as at
31 Dec 2013
€m
Amount as at
31 Dec 2012
€m
Collateralised cash
investments
Overnight money invested
under securities
repurchase agreements
Reverse repurchase
agreements
Eurex1)
Eurex1)
Clearstream
16
Group1)
Uncollateralised cash
investments
Money market lendings –
central banks
Eurex1)
Clearstream
16
Money market lendings –
other counterparties
Eurex1)
Balances on nostro
accounts
Other fixed-income
securities
Clearstream
16
Group1)
Clearstream
16
Group1)
Clearstream
13, 16
0
1,499.9
0
1,601.9
7,271.3
6,708.7
157.9
5,287.5
2,847.4
133.2
7,360.92)
5,316.72)
6,681.73) 4)
2,842.63) 4)
158.1
135.2
14,137.9
9,768.0
14,200.7
9,896.4
9,186.7
12,862.7
624.1
6,530.7
8.3
419.9
12.1
991.3
213.2
5.55)
29.6
1,198.9
14.9
1,975.4
264.3
5.85)
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Floating rate notes
Clearstream
13, 16
1,483.45)
1,504.25)
Fund assets
Group
Eurex
13
13
5.06)
11.0
5.0
8.8
12,960.5
24,400.3
Loans for settling
securities transactions
Technical overdraft
facilities
Clearstream
16
487.0
228.4
n.a.7)
n.a.7)
Automated Securities Fails
Financing8)
Clearstream
ASLplus securities lending8) Clearstream
556.9
741.3
711.2
800.4
41,858.4
38,043.9
43,624.3
38,071.3
42,902.3
39,013.6
44,335.5
38,871.7
Total
70,000.7
73,181.9
58,536.2
48,768.1
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Carrying amounts –
maximum risk position
Collateral
Segment
Note
Amount as at
31 Dec 2013
€m
Amount as at
31 Dec 2012
€m
Amount as at
31 Dec 2013
€m
Amount as at
31 Dec 2012
€m
Balance brought forward
70,000.7
73,181.9
58,536.2
48,768.1
Other receivables
Other loans
Other assets
Trade receivables
Group
Group
Group
32
Receivables from related parties
Group
Interest receivables
Clearstream
16
0.4
203.9
218.8
4.1
2.4
0.1
93.5
211.8
3.0
2.0
429.6
310.4
0
0
0
0
0
0
0
0
0
0
0
0
Financial instruments of Eurex
Clearing AG (central counterparty)
34,840.49)
34,864.79) 48,419.210) 11) 45,881.210) 11)
Derivatives
14
0
0.5
Financial guarantee contracts8)
11.3
11.7
0
0
0
0
Total
105,282.0
108,369.2
106,955.4
94,649.3
1) Presented in the items “restricted bank balances” and “other cash and bank balances”
2) Thereof, €732.0 million repledged to central banks (2012: €0 million)
3) Thereof, €4,524.2 million transferred to central banks (2012: €443.8 million)
4) Total of fair value of cash (€4.7 million; 2012: nil) and securities collateral (€6,777.0 million; 2012: €2,842.6 million) received under reverse repurchase
agreements
5) Thereof 1,328.6 million transferred to central banks (2012: €1,352.0 million).
6) The amount includes collateral totalling €5.0 million (2012: €5.0 million).
7) The portfolio of deposited collateral is not directly attributed to any utilisation, but is determined by the scope of the entire business relationship and the limits
granted.
8) Off-balance-sheet items
9) Net value of all margin requirements resulting from executed trades as at the balance sheet date; this figure represents the risk-oriented view of Eurex Clearing AG
while the carrying amount of the position “financial instruments of Eurex Clearing AG” in the balance sheet shows the gross amount of the open trades according
to IAS 32.
10) Collateral value of cash and securities collateral deposited for margins covering net value of all margin requirements
11) The amount includes the clearing fund totalling €1,597.2 million (2012: €1,402.3 million).
288
Deutsche Börse Group corporate report 2013
Cash investments
Deutsche Börse Group is exposed to credit risk in connection with the investment of cash funds. The
Group mitigates such risks by investing short-term funds either – to the extent possible – on a collateral-
ised basis, e.g. via reverse repurchase agreements or by deposits with central banks.
According to the treasury policy, only bonds with a minimum rating of AA– issued or guaranteed by
governments or supranational institutions are eligible as collateral.
The fair value of securities received under reverse repurchase agreements (Clearstream subgroup, Eurex
Clearing AG and Deutsche Börse AG) was €14,196.0 million (2012: €8,273.6 million). The Clear-
stream subgroup and Eurex Clearing AG are able to repledge the securities received to their central banks.
The fair value of securities received under reverse repurchase agreements transferred via transfer of title
to central banks at Clearstream subgroup amounted to €4,524.2 million as at 31 December 2013
(2012: €443.8 million). As at 31 December 2013 Eurex Clearing AG has repledged securities to central
banks with a fair value of €732.0 million (2012: nil). The contract terms are based on recognised bilat-
eral master agreements.
Uncollateralised cash investments are permitted only for counterparties with sound creditworthiness
within the framework of defined counterparty credit limits or in the form of investments in money market
or other mutual funds as well as US treasuries and municipal bonds with maturities of less than two
years. Counterparty credit risk is monitored on the basis of an internal rating system.
Part of the available-for-sale fixed-income financial instruments and floating rate notes held by Clear-
stream are transferred via transfer of title to central banks to collateralise the settlement facilities
obtained. The fair value of transferred securities was €1,355.0 million as at 31 December 2013
(2012: €1,352.0 million).
Loans for settling securities transactions
Clearstream grants customers technical overdraft facilities to maximise settlement efficiency. These settle-
ment facilities are subject to internal credit review procedures. They are revocable at the option of the
Clearstream subgroup and are largely collateralised. Technical overdraft facilities amounted to €91.8
billion as at 31 December 2013 (2012: €87.6 billion). Of this amount, €2.7 billion (2012: €2.8 billion)
is unsecured, whereby a large proportion relates to credit lines granted to central banks and other govern-
ment-backed institutions. Actual outstandings at the end of each business day generally represent a small
fraction of the facilities and amounted to €487.0 million as at 31 December 2013 (2012:
€228.4 million); see
note 16.
Clearstream also guarantees the risk resulting from the Automated Securities Fails Financing programme
it offers to its customers. This risk is collateralised. Guarantees given under this programme amounted to
€556.9 million as at 31 December 2013 (2012: €741.3 million).
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Under the ASLplus securities lending programme, Clearstream Banking S.A. had securities borrow-
ings from various counterparties totalling €41,858.4 million as at 31 December 2013 (2012:
€38,043.9 million). These securities were fully lent to other counterparties. Collateral received by
Clearstream Banking S.A. in connection with these loans amounted to €43,624.3 million (2012:
€38,071.3 million).
In 2012 and 2013, no losses from credit transactions occurred in relation to any of the transaction
types described.
Other receivables
Trading, settlement and custody fees are generally collected without delay by direct debit. Fees for other
services, such as the provision of data and information, are settled mainly by transfer. As a result of
default by customers, receivables of €2.7 million (2012: €2.2 million) relating to fees for trading and
provision of data and IT services are not expected to be collectable.
Financial instruments of Eurex Clearing AG (central counterparty)
To safeguard Eurex Clearing AG against the risk of default by a clearing member, the clearing conditions
require the clearing members to deposit margins in the form of cash or securities on a daily basis or an
intraday basis in the amount stipulated by Eurex Clearing AG. Additional security mechanisms of Eurex
Clearing AG are described in detail in the risk report.
The aggregate margin calls (after haircuts) based on the executed transactions was €34,840.4 million
at the reporting date (2012: €34,864.7 million). In fact, collateral totalling €48,419.2 million (2012:
€45,881.2 million) was deposited.
Composition of Eurex Clearing AG’s collateral
Cash collateral (cash deposits)1)
Securities and book-entry securities collateral2) 3)
Total
1) The amount includes the clearing fund totalling €690.6 million (2012: €680.3 million).
2) The amount includes the clearing fund totalling €906.6 million (2012: €722.0 million).
3) The collateral value is determined on the basis of the fair value less a haircut.
Collateral value
as at 31 Dec 2013
€m
Collateral value
as at 31 Dec 2012
€m
16,217.6
32,201.6
48,419.2
19,447.4
26,433.8
45,881.2
In contrast to the risk-oriented net analysis of the transactions via the central counterparty, the gross
amounts are reported in the balance sheet, as the offsetting rules defined in IAS 32 cannot be met. For
a detailed explanation of this balance sheet item, see
(central counterparty)” section in note 3 or
“Financial instruments of Eurex Clearing AG
note 15. For an analysis of the carrying amount, see
note 15.
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Deutsche Börse Group corporate report 2013
Credit risk concentrations
Deutsche Börse Group’s business model and the resulting business relationships with a large part of the
financial sector mean that, as a rule, credit risk is concentrated on the financial services sector. Potential
concentrations of credit risk on individual counterparties are limited by application of counterparty credit
limits.
The regulatory requirements, such as those arising under the Großkredit- und Millionenkreditverordnung
(GroMiKV, ordinance governing large exposures and loans of €1.5 million or more) in Germany and the
corresponding rules in Luxembourg arising under the revised CSSF circular 06/273, are complied with.
The German and Luxembourgian rules are based on the EU directives 2006/48/EC and 2006/49/EC
(commonly known as CRD) as revised in 2009 with effect as at 31 December 2010.
See also
note 20 for an explanation of regulatory capital requirements.
Deutsche Börse Group carries out VaR calculations in order to detect credit concentration risks. In 2013,
no significant credit concentrations were assessed.
The required economic capital for credit risk is calculated for each business day and amounted to €311
million as at 31 December 2013 (2012: €184 million). The increase is driven by two main factors; firstly,
the required economic capital is now calculated as the undiversified sum of the required economic capi-
tal of the segments, companies and risk types, and secondly, the credit risk of Eurex Clearing AG in-
creased due to the increase of its own contribution to the Default Fund (“skin in the game”).
Market price risk
As part of the annual planning, the treasury policy of Deutsche Börse Group requires that any net earn-
ings exposure from currencies be hedged through foreign exchange transactions, if the unhedged expo-
sure exceeds 10 per cent of consolidated EBIT. Foreign exchange exposures below 10 per cent of consol-
idated EBIT may also be hedged.
During the year, actual foreign exchange exposure is monitored against the latest EBIT forecast. In case
of an overstepping of the 10 per cent threshold, the exceeding amount must be hedged.
In addition, the policy stipulates that intraperiod open foreign exchange positions are closed when they
exceed €15.0 million. This policy was complied with as in the previous year; as at 31 December 2013,
there were no significant net foreign exchange positions.
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Currency risks in the Group arise mainly from the operating results and balance sheet items of ISE,
which are denominated in US dollars, plus that part of Clearstream’s sales revenue and interest income
less expenses which is directly or indirectly generated in US dollars. As at 31 December 2013, ISE
accounted for 26 per cent of the Eurex segment’s sales revenue (2012: 23 per cent). In addition, the
Clearstream segment generated 9 per cent of its sales revenue and interest income (2012: 9 per cent)
directly or indirectly in US dollars.
Acquisitions where payment of the purchase price results in currency risk are generally hedged.
The Group has partially hedged its investment in ISE against foreign currency risks by issuing fixed-
income US dollar debt securities. The investment in ISE (hedged item) constitutes a net investment in
a foreign operation. The US dollar securities designated as hedging instruments for the net investment
hedge were issued in a nominal amount of US$460.0 million.
Interest rate risks arise further from debt financing of acquisitions. The acquisition of ISE was financed
through senior and hybrid debt that matured or has been called in 2013.
To refinance 2013 debt maturities Deutsche Börse AG, in October 2012 and March 2013, successfully
issued senior bonds in an amount of €600 million each.
Equity price risks arise from contractual trust arrangements (CTAs) and from the Clearstream Pension
Fund in Luxembourg. In addition, there are equity price risks arising from strategic equity investments
in other exchange operators.
Economic capital is calculated at the end of each month for market price risks that can arise in connec-
tion with cash investments or borrowing as a result of fluctuations in interest rates and foreign exchange
rates as well as through fluctuations of the asset value of the CTA and the Clearstream Pension Fund in
Luxembourg. On 31 December 2013, the economic capital for market price risk was €77 million (2012:
€1 million). The increase is mainy driven by two factors; firstly, the required economic capital is now
calculated as the undiversified sum of the required economic capital of the segments, companies and
risk types, and secondly, the market price risk increased because the CTAs and Clearstream Pension
Fund in Luxembourg are now included in the calculation.
In financial year 2013, impairment losses amounting to €1.6 million (2012: €13.3 million) were rec-
ognised in profit and loss for strategic investments that are not included in the VaR for market price risk.
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Deutsche Börse Group corporate report 2013
Liquidity risk
For the Group, liquidity risk may arise from potential difficulties in renewing maturing financing, such
as commercial paper and bilateral and syndicated credit facilities. In addition, required financing for
unexpected events may result in a liquidity risk. Most of the Group’s cash investments are short-term
to ensure that liquidity is available, should such a financing need arise. Eurex Clearing AG remains
almost perfectly matched with respect to the durations of received customer cash margins and invest-
ments which in only limited amounts may have tenors of up to one month while the Clearstream sub-
group may invest customer balances up to a maximum of one year under strict control of mismatch and
interest rate limits (see
transacted via reverse repurchase agreements against highly liquid collateral that can be deposited with
the Luxembourg Central Bank and can be used as a liquidity buffer in case of need.
note 31 for an overview of the maturity structure).Term investments can be
Contractually agreed credit lines
Company
Purpose of credit line
Currency
Deutsche Börse AG
Eurex Clearing AG
working capital1)
settlement
settlement
settlement
Clearstream Banking S.A.
working capital1)
– interday
– interday
– intraday
– interday
– interday
Amount as at
31 Dec 2013
m
Amount as at
31 Dec 2012
m
605.0
670.0
700.0
200.0
750.0
605.0
670.0
700.0
200.0
750.0
€
€
€
CHF
€
1) €400.0 million of Deutsche Börse AG’s working capital credit lines is a sub-credit line of Clearstream Banking S.A.’s €750 million working capital credit line.
Clearstream Banking S.A. has a bank guarantee (letter of credit) in favour of Euroclear Bank S.A./N.V.
issued by an international consortium to secure daily deliveries of securities between Euroclear Bank
S.A./N.V. and Clearstream Banking S.A.. This guarantee amounted to US$2.80 billion as at 31 Decem-
ber 2013 (2012: US$2.75 billion). Euroclear Bank S.A./N.V. has also issued a guarantee in favour of
Clearstream Banking S.A. amounting to US$2.3 billion (2012: US$2.1 billion).
Furthermore, Eurex Clearing AG holds a credit facility of US$2.1 billion (2012: US$2.1 billion) granted
by Euroclear Bank S.A./N.V. in order to increase the settlement efficiency.
A commercial paper programme offers Deutsche Börse AG an opportunity for flexible, short-term financ-
ing, involving a total facility of €2.5 billion in various currencies. As at year-end, commercial paper with
a nominal value of €100.0 million has been issued (2012: nil).
Clearstream Banking S.A. also has a commercial paper programme with a programme limit of
€1.0 billion, which is used to provide additional short-term liquidity. As at 31 December 2013, com-
mercial paper with a nominal value of €194.1 million had been issued (2012: €208.4 million).
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The rating agencies Fitch and Standard & Poor’s confirmed the existing credit ratings of the Group com-
panies in the course of the financial year. The negative outlook, added to Deutsche Börse AG’s rating in
December 2012 by S&P, has been kept. On 1 February 2013, Fitch Ratings added a negative outlook to
Clearstream Banking S.A.’s AA rating that has been removed in November 2013. For further details on
the rating of Deutsche Börse Group, see the
report.
“Financial position” section in the combined management
As at 31 December 2013, Deutsche Börse AG was one of only two DAX-listed companies that had been
given an AA rating by Standard & Poor’s.
As at 31 December 2013, Deutsche Börse AG’s commercial paper programme was awarded the best
possible short-term rating of A–1+.
37. Financial liabilities and other risks
For the coming financial years, the Group’s expenses in connection with long-term contracts relating to
maintenance contracts and other contracts (without rental and lease agreements, see
presented in the following:
note 38) are
Breakdown of future financial obligations
Up to 1 year
1 to 5 years
More than 5 years
Total
Other litigation and liability risks
31 Dec 2013
€m
31 Dec 2012
€m
51.7
74.8
13.2
49.9
63.4
9.5
139.7
122.8
Contingent liabilities may result from present obligations and from possible obligations from events in the
past. Deutsche Börse Group recognises provisions for the possible incurrence of losses only if there is a
present obligation from an event in the past which is likely to cause an outflow of resources and if it is
possible to reliably estimate the amount of such obligation (see also
which proceedings the possibility of incurring a loss is more than unlikely as well as how the possible
loss is estimated, Deutsche Börse Group takes into account a multitude of factors, including the nature
of the claim and the facts on which it is based, the jurisdiction and course of the individual proceedings,
the experience of Deutsche Börse Group, prior settlement talks (as far as have already taken place) as
well as reports and evaluations of legal advisors. However, it is possible that a reliable estimate for a
given proceedings could not be determined before the release of the consolidated financial statements,
and that – as a result – no provisions are recognised.
note 3). In order to determine for
294
Deutsche Börse Group corporate report 2013
Eurex Clearing AG vs. Lehman Brothers Bankhaus AG
On 26 November 2012, the insolvency administrator of Lehman Brothers Bankhaus AG (LBB AG), Dr
Michael C. Frege, brought an action against Eurex Clearing AG before the Frankfurt/Main Regional Court.
On the basis of German insolvency law, Dr Frege is demanding from Eurex Clearing AG the repayment of
€113.5 million and payment of another amount of around €1.0 million plus interest of 5 percentage
points above the base rate accrued on the total amount since 13 November 2008. Eurex Clearing AG
considers the claim unfounded and is defending itself against the insolvency administrator’s action.
LBB AG had made payments in the amount of €113.5 million to Eurex Clearing AG in the morning of
15 September 2008. LBB AG was thereby effecting collateral payments (intraday margin payments) of
Lehman Brothers International (Europe) (LBIE) from the underlying clearing relationship to Eurex Clear-
ing AG by acting as correspondence bank for the former clearing member LBIE. On 15 September 2008,
administration proceedings were opened in the United Kingdom with respect to LBIE, and Bundesagen-
tur für Finanzdienstleistungsaufsicht (BaFin, German Federal Financial Supervisory Authority) issued a
moratorium with regard to LBB AG in the course of 15 September 2008. On 13 November 2008, insol-
vency proceedings were opened with regards to LBB AG.
Clearstream Banking S. A. – settlement with OFAC
The U.S. Treasury Department Office of Foreign Assets Control (OFAC) was investigating certain securi-
ties transfers in 2008 within Clearstream’s settlement systems regarding US Iran sanctions regulations.
These transfers implemented the decision taken by Clearstream in 2007 to close its Iranian customers’
accounts. OFAC had been informed of the closing of the accounts in advance. On 9 January 2013,
Deutsche Börse AG reported in an ad-hoc announcement that, following OFAC’s proposal, Clearstream
decided to enter into settlement talks with OFAC. In recent months, Clearstream has held substantive
discussions with OFAC. On 23 January 2014, the matter was resolved through a settlement and pay-
ment of US$ 151.9 million. This settlement with OFAC does not constitute a final determination that
a violation has occurred.
Peterson vs. Clearstream Banking S.A., Citibank NA et al. and Heiser vs. Clearstream Banking S.A.
In its corporate report 2012, Deutsche Börse Group informed about proceedings initiated by various
plaintiffs seeking turnover of certain customer positions held in Clearstream Banking S.A.’s (Clearstream)
securities omnibus account with its US depository bank, Citibank NA, and asserting direct claims
against Clearstream for damages of US$250 million for purported wrongful conveyance of some of
these positions.
In July 2013, the US court ordered turnover to plaintiffs, holding that the customer positions were
owned by Bank Markazi. The decision did not address the direct claims against Clearstream. Bank
Markazi and Clearstream appealed the turnover order.
The responsible bodies of Deutsche Börse AG and Clearstream approved the terms of a settlement agree-
ment with the plaintiffs in this case on 9 September 2013. Pursuant to the settlement agreement, the
direct claims against Clearstream were to be dismissed and ratifying plaintiffs agreed not to sue Clear-
stream for damages arising from specified acts that occurred prior to the effective date of the agreement.
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In return, Clearstream agreed to withdraw its appeal from the turnover order. On 8 November 2013, the
US trial court dismissed the direct claims against Clearstream and the settlement became effective.
On 13 November 2013, the US appellate court accepted the withdrawal of Clearstream’s appeal of the
district court’s turnover order in light of the settlement with plaintiffs. Bank Markazi’s appeal continues
without Clearstream’s involvement.
If this turnover is ultimately affirmed by the US appeals court and the assets turned over, a related case,
Heiser vs. Clearstream Banking S. A., also seeking turnover of the same assets, will be dismissed.
On 30 December 2013 US plaintiffs filed under seal a complaint targetingcertain assets of approximately
US$ 1.6 billion claimed to be held for Bank Markazi, the Iranian Central Bank, by Clearstream in Luxem-
bourg. The plaintiffs are judgement creditors of Iran and seek the turnover of these customer assets to
satisfy their judgement.
CBOE vs. ISE
On 12 November 2012, the Chicago Board Options Exchange (CBOE) filed a patent infringement
law suit against the International Securities Exchange (ISE) (the “CBOE Litigation”). In the CBOE
Litigation, CBOE alleges US$525 million in damages for infringement of three patents, which relate
to systems and methods for limiting market-maker risk. ISE believes that CBOE’s damages claim
lacks merit because it is unsupported by the facts and the law. ISE intends to vigorously defend
itself in this lawsuit. Upon ISE’s motion, the case was recently transferred to the competent courts
of New York City. In Q4/2013, ISE filed a number of petitions in the U.S. Patent and Trademark
Office (USPTO) seeking to invalidate the CBOE patents. As a result of the filing of those petitions,
in December 2013, upon ISEs motion, CBOE’s lawsuit was stayed (frozen) by the court, pending
the outcome of the petitions filed in the USPTO to invalidate the patents.
In November 2006, ISE itself filed a patent infringement lawsuit against CBOE (the “ISE Litigation”).
In the ISE Litigation, as of December 2012, ISE alleged US$475 million in damages for infringement
of ISE’s patent which relates to systems and methods for operating an automated exchange. The ISE
Litigation was scheduled for trial in March 2013. However, in the course of the pre-trial motions,
some of the decisions of the trial judge establishing ISE’s burden of proof to succeed in trial, were
extremely adverse to ISE. As a result, ISE believed that it could not prove its case of infringement,
and therefore determined to move straight to an appeal of those rulings and forego a trial. On 12
April, ISE filed an appeal of the rulings with the Federal Circuit Court of Appeals. On 1 July 2013,
ISE filed its brief on appeal. Oral argument was held on 9 January 2014, and a decision on the
appeal will likely issue in H1/2014.
In addition to the matters described above and in prior disclosures, Deutsche Börse Group is from time
to time involved in various legal proceedings that arise in the ordinary course of its business. Deutsche
Börse Group recognises provisions for litigation and regulatory matters when it has a present obligation
from an event in the past, an outflow of resources with economic benefit to settle the obligation is prob-
able and it is possible to reliably estimate the amount. In such cases, there may be an exposure to loss
in excess of the amounts accrued. When these conditions are not met, Deutsche Börse Group does not
recognise a provision. As a litigation or regulatory matter develops, Deutsche Börse Group evaluates on
296
Deutsche Börse Group corporate report 2013
an ongoing basis whether the requirements to recognise a provision are met. Deutsche Börse Group may
not be able to predict what the eventual loss or range of loss related to such matters will be. Deutsche
Börse Group does not believe, based on currently available information, that the results of any of these
various proceedings will have a material adverse effect on its financial statements as a whole.
Tax risks
Due to its business activities in various countries, Deutsche Börse Group is exposed to tax risks. A pro-
cess has been developed to recognise and evaluate these risks, which – in the first place – are recog-
nised depending on the probability they will arise. In a second step, these risks are measured on the
basis of their expected value. In case it is more probable than not that the risks will arise, a tax provi-
sion is recognised. Deutsche Börse Group continuously reviews if the preconditions for the recognition
of corresponding tax provisions are met.
38. Leases
Finance leases
There were no minimum lease payments from finance leases for Deutsche Börse Group neither as at
31 December 2013 nor as at 31 December 2012.
Operating leases (as lessee)
Deutsche Börse Group has entered into leases to be classified as operating leases due to their eco-
nomic substance, meaning that the leased asset is allocated to the lessor. These leases relate mainly
to buildings, IT hardware and software.
Minimum lease payments from operating leases
Up to 1 year1)
1 to 5 years1)
More than 5 years1)
Total
31 Dec 2013
€m
31 Dec 2012
€m
61.0
160.0
225.3
446.3
68.8
176.6
151.0
396.4
1) The expected payments in US dollars were translated into euros applying the closing rate of 31 December 2013.
In the year under review, €65.5 million (2012: €72.1 million) of minimum lease payments was recog-
nised as an expense. No expenses were incurred for subleases or contingent rentals in the year under
review.
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Other disclosures
297
Operating leases for buildings, some of which are subleased, have a maximum remaining term of
12 years. The lease contracts usually terminate automatically when the lease expires. The Group has
options to extend some leases.
Rental income expected from sublease contracts
Up to 1 year
1 to 5 years
Total
39. Share-based payment
Stock Bonus Plan (SBP) and Stock Plan
31 Dec 2013
€m
31 Dec 2012
€m
1.3
0.3
1.6
1.0
1.0
2.0
In the year under review, the company established an additional tranche of the SBP. In order to partici-
pate in the SBP, a beneficiary must have earned a bonus. The number of stock options for senior execu-
tives is determined by the amount of the individual and performance-based SBP bonus for the financial
year, divided by the average share price (Xetra closing price) of Deutsche Börse AG’s shares in the
fourth quarter of the financial year in question. Neither the converted SBP bonus nor the stock options will
be paid at the time the bonus is determined. Rather, the entitlement is generally received two or three
years after having been granted (so-called “waiting period”). Within this period, beneficiaries cannot
assert shareholder rights (in particular, the right to receive dividends and attend the Annual General Meet-
ing). Once they have met the condition of service, the beneficiaries’ claims resulting from the SBP are
calculated on the first trading day following the last day of the waiting period. The current market
price at that date (closing auction price of Deutsche Börse share in electronic trading on the Frankfurt
Stock Exchange) is multiplied by the number of SBP shares.
Since 1 January 2010, a different method has been applied to calculate the number of stock options for
Executive Board members which is described below.
To calculate the number of stock options for Executive Board members under the 2010 SBP tranche and
all subsequent tranches, the Supervisory Board defines the 100 per cent stock bonus target in euros
for each Executive Board member at the beginning of each financial year. Based on the 100 per cent
stock bonus target defined by the Supervisory Board at the beginning of each financial year, the corre-
sponding number of virtual shares for each Executive Board member is calculated by dividing the
stock bonus target by the average share price (Xetra closing price) of Deutsche Börse AG’s shares in
the two calendar months preceding the month in which the Supervisory Board adopts the resolution on
the stock bonus target. Any right to payment of a stock bonus vests only after a performance period of
three years. The year in which the 100 per cent stock bonus target is defined is taken to be the first
performance year.
298
Deutsche Börse Group corporate report 2013
The calculation of the subsequent payout amount of the stock bonus for the Executive Board depends
on the development of two performance factors during the performance period: firstly, on the relative
performance of the total shareholder return (TSR) on Deutsche Börse AG’s shares compared with the
total shareholder return of the STOXX Europe 600 Financials Index as the peer group, and secondly, on
the performance of Deutsche Börse AG’s share price. This is multiplied by the number of virtual shares
at the end of the performance period to determine the stock bonus. The share price used to calculate
the cash payment claims of Executive Board members from the stock bonus is calculated as the average
price of Deutsche Börse AG’s shares (Xetra closing price) in the two full calendar months preceding the
end of the performance period.
On 20 April 2009, the Luxembourgian Commission de Surveillance du Secteur Financier (CSSF) pub-
lished a circular on remuneration policies in the banking sector that addresses key aspects of remunera-
tion practices for sustainable corporate governance and support their implementation in banking institu-
tions’ day-to-day operations. According to this circular, every banking institution is required to introduce
a remuneration policy that is in harmony with its business strategy and corporate goals and values as
well as the long-term interests of the financial enterprise, its customers and investors, and which mini-
mises the institution’s risk position. Clearstream companies in Luxembourg have therefore revised their
remuneration system for executive boards in line with the circular, and introduced a so-called stock plan.
The exercise process for this stock plan stipulates the allocation of a stock bonus at the end of each
financial year, which will be paid in three tranches of equal size with maturities of one, two or three
years after the grant date. Claims under the stock plan have to be cash-settled if the performance targets
already agreed in the year in which the targets were specified are met, irrespective of any condition of
service.
The number of stock options under the stock plan is determined by the amount of the individual, per-
formance-based bonus established for each Executive Board member, divided by the average market
price (Xetra closing price) for Deutsche Börse AG shares in the fourth quarter of the financial year in
question. As the contracts require the stock bonus to be exercised gradually, it is divided into three sepa-
rate tranches, which are measured according to their respective residual term using the corresponding
parameters of the Stock Bonus Plan for senior executives.
In April 2012, Eurex Frankfurt AG introduced a special remuneration component for its Executive Board
members in the form of a separate SBP tranche with a term of 21 months. This tranche matured in
December 2013 and is cash-settled in January at a price of €59.77.
A new SBP programme was launched in April 2013 for members of the Executive Board of Eurex
Clearing AG. This programme has a three-year waiting period from the grant date. This SBP tranche
is measured using the same parameters as the Share Bonus Plan for senior executives.
For the stock bonus of senior executives under the 2011 to 2013 tranches, Deutsche Börse AG has an
option whether to settle a beneficiary’s claim in cash or shares. The company proposed to settle the
2011 tranche claims due in 2014 in cash. A cash settlement obligation exists for claims relating to the
stock bonus of the Executive Board since the 2010 tranche and the stock plan for the executive board
members of the Clearstream companies since the 2011 tranche.
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Other disclosures
299
In accordance with IFRS 2, the company uses an adjusted Black-Scholes model (Merton model) to cal-
culate the fair value of the stock options.
Valuation parameters for SBP shares
Term
Tranche 20131)
Tranche 20121)
Tranche 20111)
31 Jan 2015 –
31 Jan 2017
31 Jan 2014 –
31 Jan 2016
31 Jan 2014 –
31 Jan 2015
Risk-free interest rate
%
0.13 – 0.44
0.11 – 0.24
0.11 – 0.13
Volatility of Deutsche Börse AG shares
% 20.28 – 28.33
20.28 – 23.87
20.28 – 22.81
Dividend yield
Exercise price
%
€
3.49
0
3.49
0
3.49
0
1) The SBP 2011, 2012, and 2013 tranches also include SBP options of the Stock Plan for the executive board members of the Luxembourgian companies and
SBP options for the Executive Board of Eurex Frankfurt AG and Eurex Clearing AG. These options are evaluated using different parameters.
The valuation model does not take into account exercise hurdles. The volatilities applied correspond
to the market volatilities of comparable options with comparable maturities.
Valuation of SBP shares
Deutsche
Börse AG
share price
as at
31 Dec 2013
€
Balance as at
31 Dec 20131)
Number
Intrinsic value/
option2)
€
Fair value/
option2)
€
Settlement
obligation
€m
Current
provision as at
31 Dec 2013
€m
Non-current
provision as at
31 Dec 2013
€m
Tranche
2011
Tranche
2012
Tranche
2013
Total
176,355
60.20
60.20
57.99 – 60.20
141,677
60.20
60.20
56.04 – 60.02
158,7943)
476,826
60.20
60.20
54.15 – 57.99
10.6
8.2
8.9
27.7
9.9
0.3
0
10.2
0.3
5.0
2.7
8.0
1) As at 31 December 2013 the SBP shares of the executive board of Eurex Frankfurt AG were exercisable.
2) As at the balance sheet date
3) As the grant date for the 2013 tranche for senior executives is not until financial year 2014, the number indicated for the balance sheet date may change
subsequently.
The stock options from the 2010 SBP were exercised in the year under review following expiration of the
vesting period. The average exercise price for the 2010 tranche following expiration of the vesting period
was €47.89. Shares of the SBP tranches 2011, 2012 and 2013 were paid to former employees as part
of severance payments in the reporting year. The average exercise price amounted to €49.24 for the
2011 tranche, €47.93 for the 2012 tranche and €47.69 for the 2013 tranche. The average price for
forfeited stock options amounted to €52.59 for the 2010 tranche, €49.30 for the 2011 tranche and
€33.20 for the 2012 tranche.
The amount of provisions for the SBP results from the measurement of the number of SBP shares with
the fair value of the closing auction price of Deutsche Börse shares in electronic trading at the Frankfurt
Stock Exchange as at the balance sheet date and its proportionate recognition over the vesting period.
300
Deutsche Börse Group corporate report 2013
Provisions amounting to €18.2 million were recognised as at the balance sheet date of 31 Decem-
ber 2013 (31 December 2012: €15.0 million). Thereof, €8.0 million are non-current (2012:
€6.7 million). Of the total provisions of €18.2 million, €7.3 million were attributable to members of the
Executive Board (2012: €5.9 million). The total cost of the SBP shares in the year under review was
€13.2 million (2012: €8.7 million). Of that amount, an expense of €6.1 million was attributable to
members of the Executive Board active at the balance sheet date (2012: €3.7 million). For the
number of SBP shares granted to members of the Executive Board, please also refer to the
neration report.
remu-
Change in number of SBP shares allocated
Balance as at
31 Dec 2012
Additions
Tranche
2010
Additions
Tranche
2011
Additions
Tranche
2012
Additions
Tranche
2013
Fully settled
cash options
Options
forfeited
Balance as at
31 Dec 2013
To the Executive
Board
To other senior
executives
Total
205,721
1,0711)
5,7511)
6,9311)
73,771
92,358
0
200,887
280,079
485,800
1,999
3,070
2,290
8,041
39,009
45,940
87,272
115,098
19,612
275,939
161,0432)
207,456
19,612
476,826
1) This relates to an increase in the number of SBP shares caused by an increase in the TSR compared to the 100 per cent value at the time the tranche was issued.
2) As the grant date for the 2013 tranche for senior excecutives is not until financial year 2014, the number indicated as at the balanace sheet date may change
subsequently.
Group Share Plan (GSP)
Employees of Deutsche Börse Group who are not members of the Executive Board or senior executives
have the opportunity to subscribe for shares of Deutsche Börse AG at a discount of 30 or 40 per cent
to the issue price under the Group Share Plan (GSP). This discount is based on the employee’s length of
service. Under the 2013 GSP tranche, eligible employees were able to buy up to 100 shares of the
company. The purchased shares must be held for at least two years.
In the year under review, an expense totalling €1.3 million (2012: €0.6 million) was recognised in staff
costs for the Group Share Plan.
40. Executive bodies
The members of the company’s executive bodies are listed in the
“Supervisory Board” of this corporate report.
“Executive Board” chapters and
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Other disclosures
301
41. Corporate governance
On 9 December 2013, the Executive and Supervisory Boards issued the latest version of the declaration of
conformity in accordance with section 161 of the Aktiengesetz (AktG, the German Stock Corporation Act)
and made it permanently available to shareholders on the company’s website (see also
chapter corpo-
rate governance declaration of this corporate report).
42. Related party disclosures
Related parties as defined by IAS 24 are members of the executive bodies of Deutsche Börse AG and the
companies classified as associates of Deutsche Börse AG and other investors, and companies that are
controlled or significantly influenced by members of the executive bodies.
The remuneration of the individual members of the Executive and Supervisory Boards is presented in the
remuneration report. The remuneration report is a component of the combined management report.
Executive Board
In 2013, the fixed and variable remuneration of the members of the Executive Board, including non-
cash benefits, amounted to a total of €13.3 million (2012: €14.3 million).
In 2013, no expenses for non-recurring termination benefits for Executive Board members (2012: nil)
were recognised in the consolidated income statement.
The actuarial present value of the pension obligations to Executive Board members was €25.7 million at
31 December 2013 (2012: €31.7 million). Expenses of €2.6 million (2012: €1.4 million) were recog-
nised as additions to pension provisions.
Former members of the Executive Board or their surviving dependents
The remuneration paid to former members of the Executive Board or their surviving dependents amounted
to €1.9 million in 2013 (2012: €1.6 million). The actuarial present value of the pension obligations
was €54.0 million at 31 December 2013 (2012: €41.5 million).
Supervisory Board
The aggregate remuneration paid to members of the Supervisory Board in financial year 2013 was
€2.2 million (2012: €2.1 million).
302
Deutsche Börse Group corporate report 2013
Other material transactions with related parties
The two following tables show the other material transactions with companies classified as related
parties. All transactions were effected on an arm’s length basis.
Material transactions with associates
Loans from Börse Frankfurt Zertifikate Holding S.A. (until
12 Dec 2013 Scoach Holding S.A.) to Deutsche Börse AG
as part of cash pooling1)
Loans from Börse Frankfurt Zertifikate AG (until 1 Nov 2013
Scoach Europa AG) to Deutsche Börse AG as part of cash
pooling1)
Services of Deutsche Börse AG for Börse Frankfurt Zertifikate AG
(until 1 Nov 2013 Scoach Europa AG)1)
Loans from Deutsche Börse AG to Indexium AG2)
Loans from Deutsche Börse AG to Digital Vega FX Ltd.
Operation of trading and clearing software by Deutsche Börse AG
for European Energy Exchange AG and affiliates
IT services and provision of infrastructure by International
Securities Exchange, LLC for Direct Edge Holdings, LLC3)
Development and operation of the Link Up Converter system by
Clearstream Services S.A. for Link-Up Capital Markets, S.L.4)
Material transactions within the framework of gold under custody
between Clearstream Banking AG and Deutsche Börse
Commodities GmbH
Calculation services, provision of software solutions for indices
and benchmark and operation of necessary software for Deutsche
Börse AG by Indexium AG
Calculation services, provision of software solutions for indices
and benchmark and operation of necessary software for STOXX
Ltd. by Indexium AG
Operation and development of Xontro by Deutsche Börse AG for
BrainTrade Gesellschaft für Börsensysteme mbH7)
Operation of the floor trading system by BrainTrade
Gesellschaft für Börsensysteme mbH for Deutsche Börse AG7)
Other transactions with associates
Amount of the transactions
Outstanding balances
2013
€m
2012
€m
31 Dec 2013
€m
31 Dec 2012
€m
0
0
2.5
0.2
0
9.7
0.5
1.2
0
0
6.0
0.2
0
9.7
0.8
1.6
n.a.
– 13.1
n.a.
n.a.
0
0.3
2.4
0
0.1
– 0.1
0.4
0
0.1
0.7
0.6
0.2
– 4.0
– 5.1
– 0.3
– 0.4
– 2.75)
– 1.2
– 0.45)
– 2.5
– 4.36)
– 1.4
– 0.96)
– 1.6
1.9
– 1.7
–
2.4
2.4
–
0.4
0
0
0
0
– 0.1
1) Börse Frankfurt Zertifikate AG and Börse Frankfurt Zertifikate Holding S.A. have been included in full in Deutsche Börse AG’s consolidated financial statements
since 1 July 2013.
2) Outstanding balance after impairment losses of €5.5 million on the loan granted to Indexium AG by Deutsche Börse AG
3) Direct Edge Holdings, LLC has been classified as an associate since the restoration of significant influence on 9 February 2012.
4) Shares in Link-Up Capital Markets, S.L. were sold effective 5 December 2013
5) Thereof provisions for development costs amounting to €0.4 million
6) Thereof provisions for development costs amounting to €0.4 million
7) Associate since 1 July 2013; since then, the company, with which a business relationship already existed in financial year 2012, has not been included
under other related parties.
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Other disclosures
303
Material transactions with other related parties
Amount of the transactions
Outstanding balances
2013
€m
2012
€m
31 Dec 2013
€m
31 Dec 2012
€m
Office and administrative services by SIX Group AG
for STOXX Ltd.1)
Office and administrative services by SIX Swiss Exchange AG
for Eurex Zürich AG1)
Office and administrative services by SIX Swiss Exchange AG
for Eurex Frankfurt AG1)
n.a.
n.a.
n.a.
2.2
– 2.3
– 2.0
n.a.
n.a.
n.a.
n.a.
n.a.
n.a.
1) On 30 April 2012, SIX Group AG sold its remaining shares in Eurex Zürich AG to Deutsche Börse AG. Since then, SIX Group AG and its affiliates have not been
considered as related parties within the meaning of IAS 24.
Transactions with key management personnel
Key management personnel are persons who directly or indirectly have authority and responsibility for
planning, directing and controlling the activities of Deutsche Börse Group. The Group defines the mem-
bers of the Executive Board and the Supervisory Board as key management personnel for the purposes
of IAS 24.
As part of its normal business activities, Deutsche Börse AG maintains in the year under review relations
with certain entities whose key management personnel are, at the same time, members of Deutsche
Börse AG’s Supervisory Board. Deutsche Börse AG had entered into agreements to source advisory ser-
vices with Mayer Brown LLP, Washington, Richard Berliand Limited, Ashtead, Surrey, and Cohesive
Flexible Technologies Corporation, Chicago. Significant elements of these contracts included strategies
relating to Deutsche Börse AG’s competitive positioning on the market as well as advisory services in
connection with major strategic projects. The contracts with Richard Berliand Limited, Cohesive Flexible
Technologies Corporation, and Mayer Brown LLP expired effective 30 June 2013, 3 September 2013,
and 31 August 2013 respectively. Deutsche Börse Group made total payments of €0.3 million to the
above-mentioned companies for advisory services in the financial year ended 31 December 2013 (2012:
€1.1 million, including payments to Deutsche Bank AG, which is no longer classified as a related party
in accordance with IAS 24 since the retirement of its former executive board member Hermann-Josef
Lamberti from Deutsche Börse AG’s Supervisory Board effective 16 May 2012).
In financial year 2013, the employee representatives on Deutsche Börse AG’s Supervisory Board
received salaries (excluding Supervisory Board remuneration) amounting to €0.7 million (2012:
€0.7 million). The total consists of the respective total gross amounts for those employee repre-
sentatives who drew salaries from Deutsche Börse AG in the year under review.
304
Deutsche Börse Group corporate report 2013
43. Shareholders
Section 160 (1) no. 8 of the Aktiengesetz (AktG, German Stock Corporation Act) requires disclosure
of the existence of long-term investments that have been notified to the entity in accordance with
section 21 (1) or section 21 (1a) of the Wertpapierhandelsgesetz (WpHG, German Securities Trading
Act). The following table provides an overview of the disclosable investments as at 4 March 2014 that
had been notified to the company. The information was taken in all cases from the most recent notifica-
tions provided by disclosers to the company. All notifications provided by the company concerning
disclosure of investments in the year under review and thereafter until 4 March 2014 are accessible on
www.deutsche-boerse.com/ir_news. Please note that the information with regard to the percentages
and voting rights held under these long-term investments may no longer be up-to-date.
The company received the following notifications pursuant to section 21 of the WpHG:
Discloser
Domicile and country in which
the domicile or place of
residence of the discloser is
located
Date investment
reached, exceeded or
fell below threshold
Over-
/understepping
(+/–)
Deutsche Börse AG
Frankfurt/Main, Germany
17 Feb 2012
BlackRock Advisors Holdings, Inc.
BlackRock Financial Management, Inc.
Black Rock Group Limited
BlackRock Holdco 2, Inc.
BlackRock, Inc.
BlackRock International Holdings, Inc.
New York, USA
New York, USA
1 Dec 2009
14 Apr 2011
London, United Kingdom
7 Dec 2012
Delaware, USA
New York, USA
New York, USA
14 Apr 2011
12 Apr 2011
2 Aug 2012
BR Jersey International Holdings, L.P.
St. Helier, Jersey, Channel Islands 8 Feb 2012
Capital Research and Management Company
Los Angeles, USA
30 Jul 2013
Commerzbank Aktiengesellschaft
Frankfurt/Main, Germany
23 May 2013
Credit Suisse AG
Zurich, Switzerland
23 May 2012
Credit Suisse Group AG
Zurich, Switzerland
23 May 2012
Credit Suisse Investment Holdings UK
London, United Kingdom
23 May 2012
Credit Suisse Investments UK
London, United Kingdom
23 May 2012
Credit Suisse Securities (Europe) Limited
London, United Kingdom
23 May 2012
+
+
+
+
+
+
+
+
+
-
-
-
-
-
-
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Other disclosures
305
Reporting
threshold
Attribution in accordance with
sections 22, 25 and 25a of the WpHG
3.00% n.a.
Investment
(%)
Investment
(voting rights)
4.94%
9,533,068
3.00% section 22 (1) sentence 1 no. 6 in conjunction with section 22 (1) sentence 2 of the WpHG
3.35%
6,526,163
5.00% section 22 (1) sentence 1 no. 6 in conjunction with section 22 (1) sentence 2 of the WpHG
5.04%
9,821,174
3.00% section 22 (1) sentence 1 no. 6 in conjunction with section 22 (1) sentence 2 of the WpHG
3.00%
5,790,525
5.00% section 22 (1) sentence 1 no. 6 in conjunction with section 22 (1) sentence 2 of the WpHG
5.04%
9,821,174
5.00% section 22 (1) sentence 1 no. 6 in conjunction with section 22 (1) sentence 2 of the WpHG
5.01%
9,773,982
3.00% section 22 (1) sentence 1 no. 6 in conjunction with section 22 (1) sentence 2 of the WpHG
3.58%
6,981,055
3.00% section 22 (1) sentence 1 no. 6 in conjunction with section 22 (1) sentence 2 of the WpHG
3.58%
6,981,055
3.00% section 22 (1) sentence 1 no. 6 of the WpHG
5.00%
sections 21, 22 of the WpHG
section 25a of the WpHG
5.00%
sections 21, 22 of the WpHG
section 25 of the WpHG
section 25a of the WpHG
5.00%
sections 21, 22 of the WpHG
section 25 of the WpHG
section 25a of the WpHG
5.00% sections 21, 22 of the WpHG
5.00% sections 21, 22 of the WpHG
5.00% sections 21, 22 of the WpHG
3.02%
5,833,924
0.67%
1,289,167
0.03%
50,367
0.64%
1,238,800
1.34%
2,587,486
1.28%
2,476,223
0.04%
0.02%
71,843
39,420
1.34%
2,587,486
1.28%
2,476,223
0.04%
0.02%
71,843
39,420
1.28%
2,471,378
1.28%
2,471,378
1.28%
2,471,378
306
Deutsche Börse Group corporate report 2013
Discloser
Domicile and country in which
the domicile or place of
residence of the discloser is
located
Date investment
reached, exceeded or
fell below threshold
Over-
/understepping
(+/–)
DekaBank Deutsche Girozentrale
Frankfurt/Main, Germany
21 May 2013
Franklin Mutual Advisers, LLC
Invesco Limited
H M Treasury
Morgan Stanley
Wilmington, USA
Hamilton, Bermuda
19 Dec 2013
3 June 2013
London, United Kingdom
17 May 2013
Wilmington, USA
21 May 2013
Morgan Stanley International Holdings Inc
Wilmington, USA
21 May 2013
Morgan Stanley International Limited
London, United Kingdom
21 May 2013
Morgan Stanley Group Europe
London, United Kingdom
21 May 2013
Morgan Stanley UK Group
London, United Kingdom
21 May 2013
Morgan Stanley & Co International Plc
London, United Kingdom
21 May 2013
The Royal Bank of Scotland plc
Edinburgh, United Kingdom
17 May 2013
The Royal Bank of Scotland Group plc
Edinburgh, United Kingdom
17 May 2013
The Capital Group Companies
Los Angeles, USA
30 July 2013
UBS AG
Zurich, Switzerland
21 May 2013
-
-
+
-
-
-
-
-
-
-
-
-
+
-
Warburg Invest Kapitalanlagegesellschaft
Hamburg, Germany
21 May 2012
-
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Other disclosures
307
Reporting
threshold Attribution in acc. with sections 22, 25 and 25a of the WpHG
Investment
(%)
Investment
(voting rights)
5.00% sections 21 (1) of the WpHG
3.00% sections 22 (1) sentence 1 no. 6 of the WpHG
3.00% sections 22 (1) sentence 1 no. 6 in conjunction with sentence 2 of the WpHG
3.00% sections 22 (1) sentence 1 no. 1 of the WpHG
5.00%
sections 21, 22 of the WpHG
section 25 of the WpHG
section 25a of the WpHG
5.00%
sections 21, 22 of the WpHG
section 25 of the WpHG
section 25a of the WpHG
5.00%
sections 21, 22 of the WpHG
section 25a of the WpHG
5.00%
sections 21, 22 of the WpHG
section 25a of the WpHG
5.00%
sections 21, 22 of the WpHG
section 25a of the WpHG
5.00%
sections 21, 22 of the WpHG
section 25a of the WpHG
3.00% section 21 (1) of the WpHG
3.00% section 22 (1) sentence 1 no. 1 of the WpHG
section 22 (1) sentence 1 no. 6 in conjunction with section 22 (1) sentence 2 and sentence
3 of the WpHG
3.00%
5.00%
sections 21, 22 of the WpHG
section 25 of the WpHG
section 25a of the WpHG
3.00% sections 21, 22 of the WpHG
0.00%
0
2.90%
5,598,961
3.08%
5,952,862
2.34%
4,513,257
4.11%
7,926,928
0.23%
0.25%
448,039
489,195
3.62%
6,989,694
4.01%
7,734,733
0.21%
0.18%
403,568
341,471
3.62%
6,989,694
3.70%
7,138,902
0.21%
403,568
3.49%
6,735,334
3.70%
7,138,902
0.21%
403,568
3.49%
6,735,334
3.70%
7,138,902
0.21%
403,568
3.49%
6,735,334
3.70%
7,138,902
0.21%
403,568
3.49%
6,735,334
2.34%
4,513,257
2.34%
4,513,257
3.12%
6,026,923
3.73%
7,197,301
1.34%
2,579,961
1.82%
3,518,462
0.57%
1,098,878
1.61%
3,108,037
308
Deutsche Börse Group corporate report 2013
44. Employees
Employees
Average number of employees during the year
Employed as at the balance sheet date
Employees (average annual FTEs)
2013
3,751
3,811
2012
3,654
3,704
3,515
3,416
Of the average number of employees during the year, 19 (2012: 19) were classified as Managing
Directors (excluding Executive Board members), 354 (2012: 355) as senior executives and 3,378
(2012: 3,280) as employees. Since 2013, the members of the Executive Boards of Eurex Clearing AG
and of the Clearstream subgroup have been classified as Managing Directors. The figures for 2012
have been adjusted accordingly.
There was an average of 3,515 full-time equivalent (FTE) employees during the year (2012: 3,416).
Please refer also to the
“Employees” section in the combined management report.
45. Events after the balance sheet date
There have been no material events after the balance sheet date.
46. Date of approval for publication
Deutsche Börse AG’s Executive Board approved the consolidated financial statements for submission to
the Supervisory Board on 5 March 2014. The Supervisory Board is responsible for examining the con-
solidated financial statements and stating whether it endorses them.
Shares
Services
2013 Horizons
Strategic perspectives Responsibility Governance Management report
Financial statements Notes
Responsibility statement
309
Responsibility statement by
the Executive Board
To the best of our knowledge, and in accordance with the applicable reporting principles, the consolidat-
ed financial statements give a true and fair view of the assets, liabilities, financial position and profit or
loss of the Group, and the combined management report includes a fair review of the development and
performance of the business and the position of the Group, together with a description of the principal
opportunities and risks associated with the expected development of the Group.
Frankfurt / Main, 5 March 2014
Deutsche Börse AG
310
Auditor’s report
We have audited the consolidated financial statements prepared by Deutsche Börse Aktiengesellschaft,
Frankfurt / Main, comprising the consolidated income statement, the consolidated statement of compre-
hensive income, the consolidated balance sheet, the consolidated cash flow statement, the consoli-
dated statement of changes in equity and the notes to the consolidated financial statements, together
with the combined management report for the business year from 1 January to 31 December 2013.
The preparation of the consolidated financial statements and the combined management report in
accordance with IFRSs as adopted by the EU, and the additional requirements of German commercial
law pursuant to § 315a Abs. [paragraph] 1 HGB [Handelsgesetzbuch “German Commercial Code”] are
the responsibility of the parent company’s management. Our responsibility is to express an opinion on
the consolidated financial statements and on the combined management report based on our audit.
In addition we have been instructed to express an opinion as to whether the consolidated financial
statements comply with full IFRS.
We conducted our audit of the consolidated financial statements in accordance with § 317 HGB and
German generally accepted standards for the audit of financial statements promulgated by the Institut
der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Those standards require that we
plan and perform the audit such that misstatements materially affecting the presentation of the net
assets, financial position and results of operations in the consolidated financial statements in accord-
ance with the applicable financial reporting framework and in the combined management report are
detected with reasonable assurance. Knowledge of the business activities and the economic and legal
environment of the Group and expectations as to possible misstatements are taken into account in
the deter mination of audit procedures. The effectiveness of the accounting-related internal control
system and the evidence supporting the disclosures in the consolidated financial statements and the
combined management report are examined primarily on a test basis within the framework of the audit.
The audit includes assessing the annual financial statements of those entities included in consolida-
tion, the determination of entities to be included in consolidation, the accounting and consolidation
principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements and the combined management report. We
believe that our audit provides a reasonable basis for our opinion.
Our audit has not led to any reservations.
In our opinion, based on the findings of our audit, the consolidated financial statements comply with
IFRSs as adopted by the EU, the additional requirements of German commercial law pursuant to § 315a
Abs. 1 HGB and full IFRS and give a true and fair view of the net assets, financial position and results
of operations of the Group in accordance with these requirements. The combined management report
is consistent with the consolidated financial statements and as a whole provides a suitable view of the
Group’s position and suitably presents the opportunities and risks of future development.
Frankfurt / Main, 5 March 2014
KPMG AG
Wirtschaftsprüfungsgesellschaft
Braun
Wirtschaftsprüfer
(German Public Auditor)
Dielehner
Wirtschaftsprüfer
(German Public Auditor)
Deutsche Börse Group corporate report 2013
Shares
Services
2013 Horizons
Strategic perspectives Responsibility
Governance Management report
Financial statements Notes
311
Deutsche Börse Group – international presence
Dubai
City Tower 2
Sheikh Zayed Road Flat 902
P.O. Box 27250
Dubai
United Arab Emirates
Hong Kong
2904 – 7, 29 / F, Man Yee
Building
68 Des Voeux Road, Central
Hong Kong
Singapore
9 Raffles Place
#55 – 01 Republic Plaza
Singapore 048619
Republic of Singapore
9 Raffles Place
#56 – 01 Republic Plaza
Singapore 048619
Republic of Singapore
Tokyo
9 / F, Toranomon 4-chrome MT
Building II
4 – 2 – 12, Toranomon,
Minato-ku
Tokyo 105 – 0001
Japan
12 / F, Yurakucho ITOCiA
2 – 7 – 1, Yurakucho,
Chiyoda-ku
Tokyo 100 – 0006
Japan
For more information on
our Group’s addresses please
visit our website:
deutsche-boerse.com / adresses
www.
Europe
Berlin
Kurfürstendamm 119
10711 Berlin
Germany
Pressehaus
Raum 1105, 1. Stock
Schiffbauerdamm 40
10117 Berlin
Germany
Unter den Linden 36
10117 Berlin
Germany
Brussels
11 – 13, rue d’Idalie
1050 Bruxelles
Belgium
Cork
Waterford Business Centre
6, Lapp’s Quay
Cork
Ireland
Eschborn
The Cube
Mergenthalerallee 61
65760 Eschborn
Germany
Postal address:
60485 Frankfurt / Main
Germany
Frankfurt / Main
Börsenplatz 4
60313 Frankfurt / Main
Germany
Niedenau 45
60325 Frankfurt / Main
Germany
Leipzig
Augustusplatz 9
04109 Leipzig
Germany
North America
Chicago
Willis Tower
233 South Wacker Drive
Suite 2450
Chicago, IL 60606
USA
Willis Tower
233 South Wacker Drive
Suite 2455
Chicago, IL 60606
USA
New York
40 Fulton Street Floor 5
New York, NY 10038
USA
60 Broad Street Floor 26
New York, NY 10004
USA
60 Broad Street Floor 31
New York, NY 10004
USA
Washington, D.C.
National Press Building
529 14th Street NW
Suite 1100
Washington, D.C. 20045
USA
Asia
Beijing
3 – 1 – 41 Tayuan DRC
1 Xindong Road
100600 Beijing, Chaoyang
District
P.R. China
Unit 01 – 06, 7 / F, China
Central Place, Tower 3
77 Jianguo Road
100025 Beijing, Chaoyang
District
P.R. China
London
11 Westferry Circus
1st Floor, Westferry House
Canary Wharf
London
E14 4HE
United Kingdom
11 Westferry Circus
2nd Floor, Westferry House
Canary Wharf
London
E14 4HE
United Kingdom
Luxembourg
The Square
42, Avenue JF Kennedy
L-1855 Luxembourg
Madrid
Palacio de la Bolsa
Plaza de la Lealtad, 1
28014 Madrid
Spain
Moscow
Bolshaya Tatarskaya 42
115184, Moskva
Russia
Paris
17, rue de Surène
75008 Paris
France
38, rue des Blancs Manteaux
75004 Paris
France
Prague
Futurama Business Park
Building B
Sokolovská 662 / 136b
18600 Praha 8
Czech Republic
Zurich
Löwenstrasse 3
P.O. Box
8021 Zurich
Switzerland
Selnaustrasse 30
P.O. Box
8021 Zurich
Switzerland
312
Glossary
B
Basel III
Recommendations by the Basel Committee on Banking Supervision,
which aim at ensuring the stability of the financial system. The
recommendations published on 16 December 2010 complement
and update the regulatory framework for banks (Basel II recommen-
dations) of 2004.
C
Carbon Disclosure Project (CDP)
Independent, not-for-profit organisation which has the world’s
largest database of climate-relevant company information. It
provides the data for the capital markets and the general public.
CCP
Central counterparty; also: clearing house. Institution that acts as
a legal intermediary between the trading partners as a buyer or
seller after a transaction has been completed, facilitating
minimising the default risk of a contracting party (margining and
collateralisation), and carrying out all process steps necessary
for
clearing.
netting,
CDS
credit default swap
Central counterparty
CCP
Certificate
The holder of a certificate participates in the price performance of
an underlying to which the price performance of the certificate is
linked. This underlying can be a basket of shares compiled according
to specific criteria, for example. Underlyings may also be bonds,
indices, currencies, funds, precious metals, commodities, or real
estate. From a legal perspective, an investor in a certificate
acquires a legal obligation on the part of the issuer. Certificates
can be freely traded.
netting and
Clearing
The
arising from securities and derivatives transactions; determination
of the bilateral net debt of buyers and sellers.
settlement of receivables and liabilities
Commercial paper
A debt security traded on the money market that has a short
or medium term (mostly less than one year) and is issued by
issuers with a high credit rating to finance their short-term capital
requirements. Issuers benefit from the commercial paper’s
flexibility and customisability; buyers are able to obtain attractive
conditions for short-term investments.
CRD IV package
Integrated legislative package containing, among other things,
the Second Banking Directive and a revised version of the Capital
Adequacy Directive. It comprises a directive governing access to
deposit-taking activities by, and supervision of, credit institutions
and investment firms (CRD IV), as well as a regulation governing
supervision requirements for credit institutions and investment
firms (CRR). With the CRD IV package, the EU has implemented a
large proportion of the recommendations of the Basel Committee
Basel III).
on Banking Supervision (
Credit default swap
OTC derivatives. Credit default
A separate asset class and part of
swaps (CDSs) are used to hedge default risk and make it tradeable.
The buyer of a CDS receives credit protection and is compensated
by the CDS seller in the event of default. In return, the seller
receives periodic payments from the CDS buyer.
CSD
Central securities depository. Clearsteam Banking AG, Frank-
furt / Main, acts as the officially recognised German bank for the
central depository of securities under the Depotgesetz (the German
Securities Deposit Act), among other things. In this function,
it offers a wide range of post-trade services relating to securities
issued in Germany and other countries, both as a CSD for
securities eligible for collective safe custody and as a custodian
for other securities.
Custody
The safekeeping and administration of securities for others.
A custody account (similar to an account for money transactions)
is established for each customer. The account information includes
details of the types, nominal values or quantities, numbers etc.
of the securities held, as well as the name and address of the
account holder.
Clearing house
CCP
D
Collateral management
Collateral comprises assets given as a guarantee by a borrower
(collateral provider) to secure a loan or other financial exposures
and which are subject to utilisation by the lender (collateral taker)
in the event of default. Collateral management encompasses
the administration and
financial exposures, for example resulting from
lending transactions or derivatives transactions.
custody of deposited collateral to cover
securities
D&O liability insurance
Directors’ and officers’ liability insurance. Protects the members
of a company’s management body against claims by the company
itself and by third parties relating to specific duties of care.
Deutsche Börse Group corporate report 2013 Shares
Services
2013 Horizons
Strategic perspectives Responsibility
Governance Management report
Financial statements Notes
313
E
EBA
European Banking Authority, in London. Has the aim of creating
a common legal framework for the national banking supervisory
authorities. Like the
System of Financial Supervision (ESFS).
ESMA, it is part of the new European
OTC
EMIR
European Market Infrastructure Regulation. Regulates
CCPs) and trade repositories,
derivatives, central counterparties (
and aims to improve security and integrity within the OTC derivatives
market by promoting transparency and reducing risk. Among other
things, the Regulation achieves this by introducing a
obligation for eligible OTC derivatives, measures to reduce counter-
party credit risk and operational risk for OTC derivatives not cleared
via CCPs, as well as disclosure requirements for all derivatives.
It also establishes general requirements for CCPs and trade
repositories.
clearing
Entry Standard
Open Market) of
Subsegment of the exchange-regulated market (
Frankfurter Wertpapierbörse (FWB ®, the Frankfurt Stock Exchange)
with additional transparency requirements.
ESG criteria
Environment, Social, Governance. The composition of ESG indices
such as the STOXX ® ESG Global Leaders Index reflects these
selection criteria.
ESMA
European Securities and Markets Authority, based in Paris. Has
the aim of creating a uniform legal framework for the national
banking supervisory authorities. Like the
new European System of Financial Supervision (ESFS).
EBA, it is part of the
ETC
Exchange-traded commodity. Security on individual commodities
or commodity baskets that can be traded on-exchange in the
same way as a share via the Xetra ® trading system. Unlike
ETCs are perpetual debt instruments that are secured by the
respective commodities.
ETFs,
ETF
Exchange-traded fund. Mutual fund with indefinite maturity whose
shares can be bought or sold in continuous trading on the exchange.
It tracks the performance of the index on which it is based.
ETN
Exchange-traded note. ETNs are exchange-traded bonds that track
the performance of specific market indicators. Examples include
volatility indices, foreign currencies, or equity indices. In contrast
ETCs, ETNs track the performance of indices outside of the
to
commodities sector.
Eurex Bonds
Electronic platform for bond and basis trading. Eurex Clearing AG
acts as the central counterparty (
Eurex Bonds ®.
CCP) for transactions on
Eurex Clearing Prisma
Portfolio-based risk management methodology. Eurex Clearing
Prisma ® permits
margining“) between separate markets cleared by Eurex Clearing.
margin requirements („cross-
netting of
Eurex Repo ®
Deutsche Börse Group’s electronic platform for trading general
GC Pooling ®),
collateral (
Clearing AG as the central counterparty (
repos and securities with Eurex
CCP).
EURO STOXX 50 ®
European stock index that tracks the performance of the 50 most
important and most actively traded shares in the euro area.
Exposure
The risk related to or associated with a financial transaction,
e.g. a currency, securities, or derivatives transaction.
F
Forward rate agreement
Non-standardised, off-exchange traded interest rate derivative in
which both parties agree on a fixed rate of interest to be paid or
received on an obligation beginning at a future start date.
Future
Standardised, exchange-traded derivatives contract in which
sellers agree to deliver, and buyers agree to purchase, a certain
quantity of an underlying at a predetermined price.
G
GC Pooling ®
Product segment developed by
Banking that is tailored to meet the needs of short-term collat-
eralised money market trading (
collateralised short-term financing and efficient collateral
management.
Eurex Repo and Clearstream
interbank market) and offers
General Standard
Transparency level on the EU-regulated market of Frankfurter
Wertpapierbörse (FWB ®, the Frankfurt Stock Exchange). Issuers
in the General Standard must meet the minimum statutory
requirements (such as an annual report and ad hoc disclosures).
314
Global Liquidity Hub
Integrated risk and liquidity management solution in Deutsche
GSF business field. The Global Liquidity Hub
Börse Group’s
offers integrated financing services, including
collateral management services for a range of major asset
and
classes including fixed-income securities and equities. Through
the Global Liquidity Hub, customers can fulfil their
obligations towards central clearing houses and cover their global
securities lending
margin
L
Listing
Quotation of a security or issuer on the stock exchange. Issuers
at Börse Frankfurt, the Frankfurt Stock Exchange, can choose from
four transparency standards for their listing:
Entry Standard and
Prime Standard,
Open Market.
General Standard,
exposures.
M
GRI
Global Reporting Initiative; independent not-for-profit organisation
that publishes guidelines for creating sustainability reports in
cooperation with the United Nations Environment Programme
(UNEP). Transparency is the basis of reporting in accordance
with the GRI, which aims to ensure that sustainability reports are
standardised and comparable.
GSF
Global Securities Financing; a business area within Deutsche
Börse Group’s Clearstream segment that comprises automated
securities lending services and
collateral management in
tripartite repo transactions.
H
Hedge fund
Alternative form of investment that allows fund management to
enjoy a significantly greater choice of investment strategies than in
the traditional investment fund business due to less regulation.
This also allows highly speculative strategies, which, if successful,
improve the fund’s performance. Hedge funds are counterparties
in risk transfer transactions, contributing to the ability of capital
markets to operate and increasing liquidity in highly specialised
market segments.
Hedging
Method of securing open positions exposed to price risks by
entering into a position with an offsetting risk profile. For example,
an existing portfolio can be hedged against price risks through the
use of derivatives, such as
futures and
options.
I
Interbank market
Market that pools banks’ supply and demand for money, currencies
and securities.
IPO
Initial public offering. An IPO is the first time a company offers
shares to the public and places them on a stock exchange.
Margin
Collateral (cash or pledged security) deposited by the
member (the buyer or seller) to guarantee the fulfilment of a
exposure of the
derivatives transaction and cover the risk
clearing house.
clearing
Master data
Basic information about securities, e.g. type of instrument,
currency, country of origin, International Security Identification
Number etc.
MiFID
Markets in Financial Instruments Directive. The European Directive
establishes a regulatory framework for the provision of investment
services in financial instruments (such as brokerage, advice,
dealing, portfolio management, underwriting etc.) by banks and
investment firms and for operators of regulated markets. The
overarching objective is to promote the integration, competitive-
ness and efficiency of EU financial markets.
MiFID II
MiFID II refers to the revision of the Markets in Financial
MiFID). The overarching goal of the
Instruments Directive (
legislation is to make financial markets more efficient, more
resilient and more transparent, and to provide new rules of
procedure for algorithmic trading in addition to strengthening
investor protection.
MiFIR
Markets in Financial Instruments Regulation. A supplementary
EU regulation to
the disclosure of trade transparency data to the public, the report-
ing of transaction data to the competent authorities, and the
obligation to trade derivatives on organised venues.
MiFID II. Among other things, MiFIR regulates
Deutsche Börse Group corporate report 2013 Shares
Services
2013 Horizons
Strategic perspectives Responsibility
Governance Management report
Financial statements Notes
315
N
R
Netting
Offsetting buy and sell positions over a given period of time so that
market participants only have to settle the balance. One of the
functions and advantages of a
CCP.
Repo
Repurchase agreement. The sale of securities with a simultaneous
agreement to buy back securities of the same kind at a later date.
O
S
Securities lending
Transfer of securities by a lender for a fee and on condition that
the borrower returns securities of the same kind, quality and
amount to the lender at the end of a fixed term.
Settlement
The completion of an exchange transaction, i.e. the transfer of
money and traded securities from the seller to the buyer and vice
versa. Within Deutsche Börse Group, Clearstream is responsible
for this post-trading function.
STOXX ® Europe 50
European stock index that tracks the performance of the 50 most
important and most actively traded shares in the pan-European area.
T
T2S
short for: TARGET2-Securities. Initiative to create a single platform
for transferring securities within the euro area. The objective of this
platform is to reduce the cost of cross-border securities settlement
within this area. It will be operated by the European Central Bank.
“TARGET” is short for “Trans-European Automated Real-time
Gross Settlement Express Transfer System”.
OFAC
Office of Foreign Assets Control. Regulatory agency of the US
Department of the Treasury that monitors economic and trade
sanctions imposed against countries, groups and individuals for
reasons of foreign policy or in the USA’s national security
interests.
Open Market
In addition to the EU-regulated Market, the Open Market is the
second statutory market segment in Germany; it is a private sector
segment. Primarily foreign shares, bonds and funds from German
certificates and warrants are traded on the
and foreign issuers,
Open Market in addition to German shares.
Operating leases
Financing method in which the lessee is generally able to use
equipment with a longer depreciation period (compared with the
term of the lease).
Option
An option conveys the right, but not the obligation, to buy (call)
or sell (put) a certain quantity of the associated underlying at the
end of the term at a specific price. As the buyer is not obliged
to exercise the option, it is referred to as a conditional forward
transaction.
OTC
short for: over the counter, off-exchange. Describes transactions
between two or more trading parties that are not conducted on a
regulated market. The OTC segment accounts for by far the largest
part of the derivatives market.
P
Prime Standard
Subsegment of the EU-regulated market of Frankfurter Wertpapier-
börse (FWB ®, the Frankfurt Stock Exchange) for companies that
meet particularly high transparency standards. A listing in the Prime
Standard is a precondition for admission to one of Deutsche Börse’s
selection indices, such as DAX ®, MDAX ®, SDAX ® or TecDAX ®.
316
Deutsche Börse Group corporate report 2013
Imprint
Published by
Deutsche Börse AG
60485 Frankfurt / Main
Germany
www.deutsche-boerse.com
Concept and layout
Deutsche Börse AG, Frankfurt / Main
Lesmo GmbH & Co. KG, Dusseldorf
Photographs
Jörg Baumann (Title, Frankfurt), Dreamstime (Singapore),
Thorsten Jansen (Portraits), Laif (Hong Kong, London, New York),
Andreas Mader (Zurich)
Financial reporting system
Combined management report, consolidated financial statements
and notes produced in-house using FIRE.sys
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Publication date
14 March 2014
The German version of this report is legally binding. The company
cannot be held responsible for any misunderstanding or
misinterpretation arising from this translation.
Reproduction – in total or in part – only with the written
permission of the publisher
Notes from the editor
Where only the masculine form has been used to refer to groups of
people, this is not intended to be gender-specific but merely
serves to enhance readability.
We would like to thank all colleagues and service providers who parti-
cipated in the compilation of this report for their friendly support.
Publications service
Order number 1000 – 4499 (German)
Order number 1010 – 4500 (English)
The corporate report of Deutsche Börse Group is available here:
as pdf, html version and in a document library app on the Internet:
www.deutsche-boerse.com / annual_report
www.deutsche-boerse.com / order_reports
as print version at Deutsche Börse Group’s publications hotline:
Phone
Fax
+49-(0) 69 – 2 11 – 1 15 10
+49-(0) 69 – 2 11 – 1 15 11
Contact
Investor Relations
E-mail
Phone
Fax
ir@deutsche-boerse.com
+49-(0) 69 – 2 11 – 1 16 70
+49-(0) 69 – 2 11 – 1 46 08
www.deutsche-boerse.com / ir_e
Corporate Responsibility
E-mail
Phone
Fax
corporate-responsibility@deutsche-boerse.com
+49-(0) 69 – 2 11 – 1 46 80
+49-(0) 69 – 2 11 – 1 76 11
www.deutsche-boerse.com / cr_e
Marketing Communication
E-mail
Phone
Fax
corporate.report@deutsche-boerse.com
+49-(0) 69 – 2 11 – 1 53 79
+49-(0) 69 – 2 11 – 1 37 81
Further information
Principles of sustainability reporting
In compiling the information on sustainability in this corporate
report, our aim is to achieve the highest possible degree of clarity
and transparency. The non-financial facts and figures published
generally refer to Deutsche Börse Group as a whole. Topics that
are specific to a certain location or sustainability activities that are
managed locally are identified accordingly.
Verification of non-financial key figures
The non-financial key figures as well as the qualitative statements
in relation to corporate responsibility in this corporate report were
subject to review by KPMG AG Wirtschaftsprüfungsgesellschaft, an
independent external auditor. The respective independent assurance is
www.deutsche-boerse.com / cr_e.
available on the Internet under
KPMG’s auditor’s report on the consolidated financial statements
and the combined management report of Deutsche Börse AG as
at 31 December 2013 can be found on
corporate report.
page 310 of this
Assessment of the application level of the GRI guidelines
Companies that base their sustainability reports on the GRI
guide lines can define the level to which they have applied
GRI guidelines. Deutsche Börse Group has classified its report
in this way and had this self-assessment verified by the GRI.
You will find the GRI statement on the application level check at
www.deutsche-boerse.com / Corporate responsibility >
Reporting > GRI.
Registered trademarks
AlphaFlash ®, DAX ®, DAXglobal ®, DivDAX ®, Eurex ®, Eurex Bonds ®,
Eurex Clearing Prisma ®, Eurex Repo ®, FWB ®, GC Pooling ®, TRICE ®,
Xetra ® and Xetra-Gold ® are registered trademarks of Deutsche
Börse AG. Vestima ® is a registered trademark of Clearstream
International S.A. EURO STOXX 50 ®, STOXX ® and STOXX ® 50
are registered trademarks of STOXX Ltd. TRADEGATE ® is a
registered trademark of Tradegate AG Wertpapierhandelsbank.
BSE is a trademark / service mark of Bombay Stock Exchange (BSE).
KRX and KOSPI are registered trademarks of Korea Exchange, Inc.
Taiwan Futures Exchange and TAIFEX are registered trademarks
of Taiwan Futures Exchange Corporation. Taiwan Stock Exchange,
TWSE and TAIEX are registered trademarks of Taiwan Stock
Exchange Corporation.
GRI index and Global Compact-principles 2013
A detailed GRI index and the ten principles of the UN Global Compact
are available online at
www.deutsche-boerse.com / cr_e
Global
Compact
Principle
1 – 10
1 – 10
1 – 10
1 – 10
1 – 10
7, 8
6
7 – 9
7, 8
7, 8
7, 8
7, 8
7, 8
7, 8
7 – 9
1 – 6
1, 6
1, 3, 6
1, 6
1, 6
6
1 – 6
1 – 6
1 – 6
1 – 6
1, 2, 6
1, 2, 3
1, 2, 4, 5
1 – 6
1 – 6
10
10
1 – 10
1 – 10
GRI Code
Subject
Page / Data
Company
1.1
1.2
2.1 – 2.10
3.1 – 3.4
3.5 – 3.13
4.1 – 4.7
4.8 – 4.13
4.14 – 4.17
Statement from the CEO
Description of key impacts, risks, and opportunities
Organisation, data and facts
Reporting profile
Boundary of the report
Corporate Governance
Engagement
Stakeholders
5 – 8
96, 97, 137, 181
title, C2, C3, C4, 15, 42 – 44, 92 – 95, 133, 141, 203 – 210
2, 198, 316
C7, 2, 49 – 52, 137, 142, 198 – 203, 211 – 225, 316, online version
49 – 52, 72 – 74, 76 – 90, 95
64 – 66, 72 – 74, 76 – 90, 137, online version
48 – 52, online version
EC 1
EC 2
EC 3
EC 4
EC 5
EC 6
EC 7
EC 8
EC 9
EN 1 – 2
EN 3 – 7
EN 8
EN 11 – 13
EN 16 – 20
EN 21
EN 22 – 23
EN 26 – 27
EN 28
LA 1 – 2
LA 4 – 5
LA 6 – 9
LA 10 – 11
LA 12
LA 13
LA 14
LA 15
HR 1
HR 2
HR 3
HR 4
HR 5
HR 6 – 7
HR 10
HR 11
Economy / Management approach
96 – 97, 137 – 138
Economic value generated and distributed
Consequences of climate change
Coverage of the organisation’s defined benefit
plan obligations
Financial assistance received from government
Local minimum wage
Local suppliers
Local hiring
Investments for public benefit
Indirect economic impacts
132
online version
online version
none
135 – 136
online version
133 – 134
C3, C4
132
Ecology / Management approach
96 – 97, 137 – 138
Materials
Energy
Water
Natural biosphere
Emissions
Water discharge
Waste and pollutants
Products and services
Degree of regulation
142, online version
Primary energy: 77,990 GJ, online version, 139 – 142
142, online version
online version
140 – 142, online version
62,538 m³, online version
795 t, online version
online version
online version
Social / Management approach
96 – 97, 137 – 138
Employees
Collective agreements
Occupational health and safety
Education and training
Performance reviews
Composition of governance bodies
Equal remuneration
Parental leave
133 – 136, 187, online version
136, online version
online version
46 / 47, 135 – 137, 187, online version
95.9 %
online version
134
134 – 135
Human Rights / Management approach
Investment agreements
Suppliers and contractors
Employee training
Discrimination
Freedom of association and collective bargaining
Child labor / forced and compulsory labor
Human rights reviews
Addressed and resolved human rights grievances
Society / Management approach
96 – 97, 136 – 138
95 %
95 %
136 – 137
none
65, 136 – 137, 141
65 / 66, 141
online version
online version
96 – 97, 136 – 138
SO 1
SO 2 – 4
SO 5 – 6
SO 7 – 10
Local community
Compliance
Public policy
Degree of regulation
49 – 52
online version
49, 172 – 178, online version
293 – 296, online version
Product Responsibility / Management approach
96 – 97, 137 – 138
PR 1, 3, 4
PR 5
PR 6 – 7
PR 8
PR 9
Information regarding products and services
Customer satisfaction
Marketing
Customer privacy
Fines
online version
online version
online version
none
293 – 296
GJ = Gigajoule
C7
Financial calendar
28 April 2014
Q1 / 2014 results
15 May 2014
Annual General Meeting
3 June 2014
Investor day
24 July 2014
Half-yearly financial report
27 October 2014
Q3 / 2014 results
Deutsche Börse AG
60485 Frankfurt / Main
Germany
www.deutsche-boerse.com
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